UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	September 30, 2025
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period	from ________ to ________

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, 2026
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period	from ________ to ________

Commission file number: 001-38855

___________________________________

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)


Delaware		52-1165937
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)


151 W. 42nd Street,	New York,	New York	10036
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: +1 212 401 8700

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NDAQ	The Nasdaq Stock Market
Common Stock, $0.01 par value per share	NDAQ	Nasdaq Texas, LLC
4.500% Senior Notes due 2032	NDAQ32	The Nasdaq Stock Market
0.900% Senior Notes due 2033	NDAQ33	The Nasdaq Stock Market
0.875% Senior Notes due 2030	NDAQ30	The Nasdaq Stock Market
1.75% Senior Notes due 2029	NDAQ29	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~every~~reports ~~Interactive Data File~~ required to be ~~submitted~~filed ~~pursuant~~by toSection 13 ~~Rule~~or ~~405 of Regulation S-T~~ 15(~~§232.405~~d) of ~~this chapter) during~~ the ~~preceding~~Securities ~~12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐~~

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has

been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and

“emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ~~complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐~~

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Class						Outstanding at October 16, 2025
Common Stock, $0.01 par value per share						570,995,433			shares

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Nasdaq, Inc.


Class	Outstanding at April 16, 2026
Common Stock, $0.01 par value per share	565,540,798	shares

		Page
Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Statements of Changes in Stockholders' Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	49
Part II. OTHER INFORMATION
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 5.	Other Information	50
Item 6.	Exhibits	51
SIGNATURES		51

Nasdaq, Inc.


TABLE OF CONTENTS


PART I	Financial Information

	Item 1.	Financial Statements	1

		Condensed Consolidated Balance Sheets	1

		Condensed Consolidated Statements of Income	2

		Condensed Consolidated Statements of Comprehensive Income	3

		Condensed Consolidated Statements of Changes in Stockholders' Equity	4

		Condensed Consolidated Statements of Cash Flows	5

		Notes to Condensed Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

	Item 4.	Controls and Procedures	41



PART II	Other Information

	Item 1.	Legal Proceedings	41

	Item 1A.	Risk Factors	41

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

	Item 5.	Other Information	42

	Item 6.	Exhibits	42

		SIGNATURES	43

About this Form 10-Q

Throughout this Form 10-Q, unless otherwise specified:

•“Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.

•“Nasdaq Baltic” refers to collectively, Nasdaq Tallinn ~~AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.~~

•“AS, Nasdaq ~~BX”~~Riga, ~~refers~~AS, toand ~~the~~AB ~~cash equity exchange operated by~~ Nasdaq ~~BX, Inc~~Vilnius.

•“Nasdaq ~~BX Options~~Texas” refers to the ~~options~~cash equity exchange ~~operated by Nasdaq BX, Inc.~~

~~•“Nasdaq~~operated ~~Clearing”~~by ~~refers~~Nasdaq toTexas, ~~the~~LLC, ~~clearing~~formerly ~~operations conducted by~~ Nasdaq ~~Clearing AB~~BX.

•“~~Nasdaq~~NTX ~~CXC~~Options” ~~and~~refers ~~“Nasdaq CX2” refer~~ to the ~~Canadian~~options ~~cash~~exchange ~~equity trading books~~ operated ~~by Nasdaq CXC Limited.~~

•“by Nasdaq ~~First~~Texas, ~~North”~~LLC, ~~refers~~formerly toNasdaq ~~our~~BX ~~alternative marketplaces for smaller companies and growth companies in the Nordic and Baltic regions~~Options.

•“Nasdaq ~~GEMX~~Clearing” refers to the ~~options~~clearing ~~exchange~~operations ~~operated by Nasdaq GEMX, LLC.~~

~~•“Nasdaq~~conducted ~~ISE” refers to the options exchange operated~~ by Nasdaq ~~ISE,~~Clearing ~~LLC~~AB.

•“Nasdaq ~~MRX~~CXC” ~~refers~~and to“Nasdaq ~~the~~CX2” ~~options~~refer ~~exchange~~to ~~operated~~the byCanadian ~~Nasdaq MRX, LLC.~~

~~•“Nasdaq~~cash ~~Nordic”~~equity ~~refers~~trading tobooks ~~collectively,~~operated ~~Nasdaq~~by ~~Clearing AB,~~ Nasdaq ~~Stockholm~~CXC ~~AB, Nasdaq Copenhagen A/S, Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.~~

~~•“Nasdaq PHLX” refers to the options exchange operated by Nasdaq PHLX LLC~~Limited.

•“Nasdaq ~~PSX~~First North” refers to ~~the~~our ~~cash~~alternative ~~equity exchange operated by Nasdaq PHLX LLC.~~

~~•“The~~marketplaces ~~Nasdaq~~for ~~Options~~smaller ~~Market”~~companies ~~refers~~and togrowth ~~the options exchange operated by The Nasdaq Stock Market LLC.~~

~~•“The~~companies ~~Nasdaq~~in ~~Stock Market” refers to~~ the ~~cash~~Nordic ~~equity exchange~~ and ~~listing~~Baltic ~~venue operated by The Nasdaq Stock Market LLC~~regions.

•“Nasdaq ~~also~~GEMX” ~~provides~~refers to the ~~following~~options ~~list~~exchange ~~of abbreviations and acronyms used throughout this Quarterly Report on Form 10-Q as a tool for the reader.~~

~~2022~~operated ~~Revolving~~by ~~Credit~~Nasdaq ~~Facility: $1.25 billion senior unsecured revolving credit facility~~GEMX, ~~which matures on December 16, 2027~~LLC.

~~2025~~•“Nasdaq ~~Notes:~~ISE” ~~$500~~refers ~~million~~to ~~aggregate~~the ~~principal~~options ~~amount~~exchange ~~issued~~operated ~~of 5.650% senior unsecured notes, repaid in full~~ by ~~June 2025~~

~~2026~~Nasdaq ~~Notes: $500 million aggregate principal amount issued of 3.850% senior unsecured notes due June 30~~ISE, ~~2026~~LLC.

~~2028~~•“Nasdaq ~~Notes:~~MRX” $1refers ~~billion~~to ~~aggregate~~the ~~principal~~options ~~amount~~exchange ~~issued~~operated ~~of 5.350% senior unsecured notes due June 28, 2028~~

~~2029~~by ~~Notes:~~Nasdaq ~~€600 million aggregate principal amount issued of 1.75% senior unsecured notes due March 28~~MRX, ~~2029~~LLC.

~~2030~~•“Nasdaq ~~Notes:~~Nordic” ~~€600~~refers ~~million~~to ~~aggregate~~collectively, ~~principal~~Nasdaq ~~amount~~Clearing ~~issued of 0.875% senior unsecured notes due February 13, 2030~~

~~2031~~AB, ~~Notes:~~Nasdaq ~~$650~~Stockholm ~~million~~AB, ~~aggregate~~Nasdaq ~~principal~~Copenhagen ~~amount issued of 1.650% senior unsecured notes due January 15~~A/S, ~~2031~~

~~2032~~Nasdaq ~~Notes:~~Helsinki ~~€750~~Ltd, ~~million~~and ~~aggregate~~Nasdaq ~~principal~~Iceland ~~amount issued of 4~~hf.~~500% senior unsecured notes due February 15, 2032~~

~~2033~~•“Nasdaq ~~Notes:~~PHLX” ~~€615~~refers ~~million~~to ~~aggregate~~the ~~principal~~options ~~amount~~exchange ~~issued~~operated ~~of 0.900% senior unsecured notes due July 30, 2033~~

~~2034~~by ~~Notes:~~Nasdaq ~~$1.25~~PHLX ~~billion aggregate principal amount issued of 5~~LLC.~~550% senior unsecured notes due February 15, 2034~~

~~2040~~•“Nasdaq ~~Notes:~~PSX” ~~$650~~refers ~~million~~to ~~aggregate~~the ~~principal~~cash ~~amount~~equity ~~issued~~exchange ~~of 2.500% senior unsecured notes due December 21, 2040~~

~~2050~~operated ~~Notes:~~by ~~$500~~Nasdaq ~~million~~PHLX ~~aggregate principal amount issued of 3~~LLC.~~250% senior unsecured notes due April 28, 2050~~

~~2052~~•“The ~~Notes:~~Nasdaq ~~$550~~Options ~~million~~Market” ~~aggregate~~refers ~~principal~~to ~~amount~~the ~~issued~~options ~~of 3.950% senior unsecured notes due March 7, 2052~~

~~2053~~exchange ~~Notes:~~operated ~~$750~~by ~~million~~The ~~aggregate~~Nasdaq ~~principal~~Stock ~~amount~~Market ~~issued of 5~~LLC.~~950% senior unsecured notes due August 15, 2053~~

~~2063~~•“The ~~Notes:~~Nasdaq ~~$750~~Stock ~~million~~Market” ~~aggregate~~refers ~~principal~~to ~~amount~~the ~~issued~~cash ofequity ~~6.100% senior unsecured notes due June 28, 2063~~

exchange and listing venue operated by The Nasdaq

Stock Market LLC.

Nasdaq also provides the following list of abbreviations and

acronyms used throughout this Quarterly Report on Form 10-

Q as a tool for the reader.

2022 Revolving Credit Facility: $1.25 billion senior

unsecured revolving credit facility, which matures on

December 16, 2027

2026 Notes: $500 million aggregate principal amount issued

of 3.850% senior unsecured notes due June 30, 2026

2028 Notes: $1 billion aggregate principal amount issued of

5.350% senior unsecured notes due June 28, 2028

2029 Notes: €600 million aggregate principal amount issued

of 1.75% senior unsecured notes due March 28, 2029

2030 Notes: €600 million aggregate principal amount issued

of 0.875% senior unsecured notes due February 13, 2030

2031 Notes: $650 million aggregate principal amount issued

of 1.650% senior unsecured notes due January 15, 2031

2032 Notes: €750 million aggregate principal amount issued

of 4.500% senior unsecured notes due February 15, 2032

2033 Notes: €615 million aggregate principal amount issued

of 0.900% senior unsecured notes due July 30, 2033

2034 Notes: $1.25 billion aggregate principal amount issued

of 5.550% senior unsecured notes due February 15, 2034

2040 Notes: $650 million aggregate principal amount issued

of 2.500% senior unsecured notes due December 21, 2040

2050 Notes: $500 million aggregate principal amount issued

of 3.250% senior unsecured notes due April 28, 2050

2052 Notes: $550 million aggregate principal amount issued

of 3.950% senior unsecured notes due March 7, 2052

2053 Notes: $750 million aggregate principal amount issued

of 5.950% senior unsecured notes due August 15, 2053

2063 Notes: $750 million aggregate principal amount issued

of 6.100% senior unsecured notes due June 28, 2063

Adenza: Adenza Holdings, Inc.

AI: Artificial Intelligence

ARR: Annualized Recurring Revenue

ASR: Accelerated Share Repurchase

AUM: Assets Under Management

CCP: Central Counterparty

CAT: A market-wide consolidated audit trail established ~~under an SEC approved plan by Nasdaq and other exchanges~~

under an SEC approved plan by Nasdaq and other

exchanges

EMIR: European Market Infrastructure Regulation

Equity Plan: Nasdaq Equity Incentive Plan

ESPP: Nasdaq Employee Stock Purchase Plan

ETP: Exchange Traded Product

Euro Notes: The 2029, 2030, 2032 and 2033 Notes

Exchange Act: Securities Exchange Act of 1934, as amended

FINRA: Financial Industry Regulatory Authority

GICS: Global Industry Classification Standard

IPO: Initial Public Offering

NSCC: National Securities Clearing Corporation

OCC: The Options Clearing Corporation

OTC: Over-the-Counter

PSU: Performance Share Unit

SaaS: Software as a Service

SEC: U.S. Securities and Exchange Commission

SERP: Supplemental Executive Retirement Plan

iii

SFSA: Swedish Financial Supervisory Authority

SOFR: Secured Overnight Financing Rate

SPAC: Special Purpose Acquisition Company

S&P: Standard & Poor's

S&P 500: S&P 500 Stock Index

TSR: Total Shareholder Return

U.S. GAAP: U.S. Generally Accepted Accounting Principles

U.S. Tape plans: U.S. cash equity and U.S. options industry ~~data~~

NASDAQ, the NASDAQ logos, and other brand, service or product names or marks referred to in this report are trademarks or service marks, registered or otherwise, of Nasdaq, Inc. and/or its subsidiaries. FINRA and Trade Reporting Facility are registered trademarks of FINRA.data

~~This Quarterly Report on Form 10-Q includes market share and industry data that we obtained from industry publications and surveys~~NASDAQ, ~~reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that~~ the ~~information~~NASDAQ ~~they contain has been obtained from sources believed to be reliable~~logos, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. For market comparison purposes, The Nasdaq Stock Market data in this Quarterly Report on Form 10-Q for IPOs and ~~new listings of equity securities (including issuers that switched from~~ other ~~listings venues~~brand, ~~closed-end~~service ~~funds~~or and ETPs) is based on data generated internally by us; therefore, the data may not be comparable to other publicly-available IPO data. Data regarding Nasdaq's combined market capitalization in the U.S. is obtained from FactSet. Data in this Quarterly Report on Form 10-Q for IPOs and new listings of equity securities on the Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North also is based on data generated internally by us. IPOs and new listings data is presented as of period end. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. We refer you to the “Risk Factors” section in our Form 10-K for the fiscal year ended December 31, 2024 that was filed with the SEC on February 21, 2025.

~~Nasdaq~~product ~~intends~~names toor ~~use~~marks ~~its~~referred ~~website,~~to ~~ir.nasdaq.com,~~in asthis areport ~~means~~are ~~for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.~~

~~iii~~trademarks or service marks, registered or otherwise, of

Nasdaq, Inc. and/or its subsidiaries. FINRA and Trade

Reporting Facility are registered trademarks of FINRA.

This Quarterly Report on Form 10-Q includes market share

and industry data that we obtained from industry publications

and surveys, reports of governmental agencies and internal

company surveys. Industry publications and surveys

generally state that the information they contain has been

obtained from sources believed to be reliable, but we cannot

assure you that this information is accurate or complete. We

have not independently verified any of the data from third-

party sources nor have we ascertained the underlying

economic assumptions relied upon therein. Statements as to

our market position are based on the most currently available

market data. For market comparison purposes, The Nasdaq

Stock Market data in this Quarterly Report on Form 10-Q for

IPOs and new listings of equity securities (including issuers

that switched from other listings venues, closed-end funds

and ETPs) is based on data generated internally by us;

therefore, the data may not be comparable to other publicly-

available IPO data. Data in this Quarterly Report on Form

10-Q for IPOs and new listings of equity securities on the

Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq

First North also is based on data generated internally by us.

IPOs and new listings data is presented as of period end.

While we are not aware of any misstatements regarding

industry data presented herein, our estimates involve risks

and uncertainties and are subject to change based on various

factors. We refer you to the “Risk Factors” section in our

Form 10-K for the fiscal year ended December 31, 2025 that

was filed with the SEC on February 12, 2026.

Nasdaq intends to use its website, ir.nasdaq.com, as a means

for disclosing material non-public information and for

complying with SEC Regulation FD and other disclosure

obligations.

Forward-Looking Statements

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains these types of statements. Words such as “may,” “will,” “could,” “should,” “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words or terms of similar substance used in connection with any discussion of future expectations as to industry and regulatory developments or business initiatives and strategies, future operating results or financial performance, and other future developments are intended to identify forward-looking statements. These include, among others, statements relating to:

information so that investors can better understand a

company’s future prospects and make informed investment

decisions. This Quarterly Report on Form 10-Q contains

these types of statements. Words such as “can,” “may,”

“will,” “could,” “should,” “anticipate,” “estimates,”

“expects,” “projects,” “intends,” “plans,” “believes” and

words or terms of similar substance used in connection with

any discussion of future expectations as to industry and

regulatory developments or business initiatives and

strategies, future operating results or financial performance,

and other future developments are intended to identify

forward-looking statements. These include, among others,

statements relating to:

•our strategic direction;

•the integration of acquired businesses, including ~~accounting decisions relating thereto;~~

~~•the~~accounting ~~scope,~~decisions ~~nature~~relating ~~or impact of acquisitions, divestitures, investments or other transactional activities~~thereto;

•the ~~effective dates for~~scope, ~~and~~nature ~~expected~~or ~~benefits~~impact of, ~~ongoing initiatives~~acquisitions, ~~including transactional activities and other strategic~~divestitures, ~~restructuring, technology, de-leveraging and capital return initiatives;~~

investments or other transactional activities;

•the effective dates for, and expected benefits of, ongoing

initiatives, including transactional activities and other

strategic, restructuring, technology, de-leveraging and

capital return initiatives;

•our products and services;

•the impact of pricing changes;

•tax matters;

•the cost and availability of liquidity and capital; and

•any litigation, or any regulatory or government ~~investigation or action, to which we are or could become a party or which may affect us and any potential settlements of litigation, regulatory or governmental investigations or actions.~~

~~Forward-looking~~investigation ~~statements~~or ~~involve~~action, ~~risks~~to ~~and~~which ~~uncertainties.~~we ~~Factors~~are ~~that~~or could ~~cause~~become ~~actual~~a ~~results to differ materially from those contemplated by the forward-looking statements include, among others, the following:~~

party or which may affect us and any potential settlements

of litigation, regulatory or governmental investigations or

actions.

Forward-looking statements involve risks and uncertainties.

Factors that could cause actual results to differ materially

from those contemplated by the forward-looking statements

include, among others, the following:

•our operating results may be lower than expected;

•our ability to successfully integrate acquired businesses or divest sold businesses or assets, including the fact that any integration or transition may be more difficult, time consuming or costly than expected, and we may be unable to realize synergies from business combinations, acquisitions, divestitures or other transactional activities;

~~•loss~~divest ofsold ~~significant~~businesses ~~trading and clearing volumes~~ or ~~values~~assets, ~~fees,~~including ~~market~~the ~~share,~~fact ~~listed~~that ~~companies,~~any ~~market data customers or other customers;~~

~~•our~~integration ~~ability~~or totransition ~~develop~~may ~~and~~be ~~grow~~more ~~our~~difficult, ~~non-trading~~time ~~businesses;~~

~~•our~~consuming ~~ability~~or tocostly ~~keep~~than ~~up with rapid technological advances~~expected, ~~including our ability to effectively manage the development~~ and ~~use~~we ofmay AIbe inunable ~~certain of our products and offerings, and adequately address cybersecurity risks;~~

~~•economic,~~to ~~political,~~realize ~~regulatory~~synergies ~~and~~from ~~market~~business ~~conditions and fluctuations~~combinations, ~~including inflation, tariffs, the U.S. federal government shutdown, interest rate and foreign currency risk inherent in U.S. and international operations, and geopolitical instability;~~

~~•the~~acquisitions, ~~performance~~divestitures ~~and~~or ~~reliability~~other oftransactional ~~our technology and technology of third parties on which we rely~~activities;

•~~any~~loss of significant ~~systems~~trading ~~failures~~and orclearing ~~errors~~volumes inor ~~our~~values, ~~operational processes;~~

~~•our~~fees, ~~ability~~market toshare, ~~continue~~listed tocompanies, ~~generate~~market ~~cash~~data ~~and manage our indebtedness; and~~

~~•adverse~~customers ~~changes that may occur in the litigation~~ or ~~regulatory~~other ~~areas, or in the securities markets generally, or increased regulatory oversight domestically or internationally.~~customers;

~~Most~~•our ofability ~~these factors are difficult~~ to ~~predict~~develop ~~accurately~~ and ~~are~~grow ~~generally beyond~~ our ~~control. You should consider the uncertainty and any risk related to forward~~non-~~looking~~trading statements that we make. These risk factors are more fully described in the “Risk Factors” section in our Form 10-K filed with the SEC on February 21, 2025. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully read this entire Quarterly Report on Form 10-Q, including “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the condensed consolidated financial statements and the related notes. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statement, release publicly any revisions to any forward-looking statements or report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

ivbusinesses;

•our ability to keep up with rapid technological advances,

including our ability to effectively manage the development

and use of AI in certain of our products and offerings, and

adequately address cybersecurity risks;

•economic, political, regulatory and market conditions and

fluctuations, including inflation, tariffs, interest rate and

foreign currency risk inherent in U.S. and international

operations, and geopolitical instability;

•the performance and reliability of our technology and

technology of third parties on which we rely;

•any significant systems failures or errors in our

operational processes;

•our ability to continue to generate cash and manage our

indebtedness; and

•adverse changes that may occur in the litigation or

regulatory areas, or in the securities markets generally, or

increased regulatory oversight domestically or

internationally.

Most of these factors are difficult to predict accurately and

are generally beyond our control. You should consider the

uncertainty and any risk related to forward-looking

statements that we make. These risk factors are more fully

described in the “Risk Factors” section in our Form 10-K

filed with the SEC on February 12, 2026. You are cautioned

not to place undue reliance on these forward-looking

statements, which speak only as of the date of this report. You

should carefully read this entire Quarterly Report on Form

10-Q, including “Part I. Item 2. Management’s Discussion

and Analysis of Financial Condition and Results of

Operations” and the condensed consolidated financial

statements and the related notes. Except as required by the

federal securities laws, we undertake no obligation to update

any forward-looking statement, release publicly any revisions

to any forward-looking statements or report the occurrence

of unanticipated events. For any forward-looking statements

contained in any document, we claim the protection of the

safe harbor for forward-looking statements contained in the

Private Securities Litigation Reform Act of 1995.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

	September 30, 2025		December 31, 2024
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	470	$	592
Restricted cash and cash equivalents	227		31
Default funds and margin deposits (including restricted cash and cash equivalents of $3,744 and $4,383, respectively)	5,750		5,664
Financial investments	53		184
Receivables, net	865		1,022
Other current assets	232		293
Total current assets	7,597		7,786
Property and equipment, net	689		593
Goodwill	14,336		13,957
Intangible assets, net	6,620		6,905
Operating lease assets	440		375
Other non-current assets	972		779
Total assets	$	30,654	$	30,395
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	256	$	269
Section 31 fees payable to SEC	—		319
Accrued personnel costs	313		325
Deferred revenue	719		711
Other current liabilities	236		215
Default funds and margin deposits	5,750		5,664
Short-term debt	431		399
Total current liabilities	7,705		7,902
Long-term debt	8,667		9,081
Deferred tax liabilities, net	1,564		1,594
Operating lease liabilities	454		388
Other non-current liabilities	234		230
Total liabilities	18,624		19,195
Commitments and contingencies
Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 597,402,009 at September 30, 2025 and 598,920,378 at December 31, 2024; shares outstanding: 572,746,191 at September 30, 2025 and 575,062,217 at December 31, 2024	6		6
Additional paid-in capital	5,351		5,530
Common stock in treasury, at cost: 24,655,818 shares at September 30, 2025 and 23,858,161 shares at December 31, 2024	(710)		(647)
Accumulated other comprehensive loss	(1,847)		(2,099)
Retained earnings	9,223		8,401
Total Nasdaq stockholders’ equity	12,023		11,191
Noncontrolling interests	7		9
Total equity	12,030		11,200
Total liabilities and equity	$	30,654	$	30,395

(in millions, except share and par value amounts)


	March 31, 2026	December 31, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$515	$604
Restricted cash and cash equivalents	49	210
Default funds and margin deposits (including restricted cash and cash equivalents of $572 and $3,120, respectively)	2,253	5,842
Financial investments	184	28
Receivables, net	985	943
Other current assets	388	376
Total current assets	4,374	8,003
Property and equipment, net	739	728
Goodwill	14,307	14,371
Intangible assets, net	6,376	6,511
Operating lease assets	485	447
Other non-current assets	1,020	993
Total assets	$27,301	$31,053

Liabilities
Current liabilities:
Accounts payable and accrued expenses	$245	$280
Accrued personnel costs	209	364
Deferred revenue	1,093	785
Other current liabilities	160	259
Default funds and margin deposits	2,253	5,842
Short-term debt	431	431
Total current liabilities	4,391	7,961
Long-term debt	8,526	8,573
Deferred tax liabilities, net	1,611	1,584
Operating lease liabilities	488	462
Other non-current liabilities	247	241
Total liabilities	15,263	18,821

Commitments and contingencies

Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 589,846,052 at March 31, 2026 and 594,620,320 at December 31, 2025; shares outstanding: 564,750,026 at March 31, 2026 and 569,894,024 at December 31, 2025	6	6
Additional paid-in capital	4,627	5,122
Common stock in treasury, at cost: 25,096,026 shares at March 31, 2026 and 24,726,296 shares at December 31, 2025	(747)	(716)
Accumulated other comprehensive loss	(1,807)	(1,773)
Retained earnings	9,954	9,588
Total Nasdaq stockholders’ equity	12,033	12,227
Noncontrolling interests	5	5
Total equity	12,038	12,232
Total liabilities and equity	$27,301	$31,053

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(unaudited)

(in millions, except per share amounts)

		Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
		2025		2024		2025		2024
	2026	2025
Revenues:
Capital Access Platforms	$565	$508	~~546~~	$	~~501~~	$	~~1,588~~	$	~~1,460~~
Financial Technology	517	~~457~~432		~~371~~		~~1,352~~		~~1,183~~
Market Services	1,047	~~946~~1,140		~~1,022~~		~~3,171~~		~~2,700~~
Other revenues	8	916		8		27		27
Total revenues	2,137	12,~~958~~096		~~1,902~~		~~6,138~~		~~5,370~~
Transaction-based expenses:
Transaction rebates	(724)	(~~637~~585)		~~(513)~~		~~(1,845)~~		~~(1,478)~~
Brokerage, clearance and exchange fees	(6)	(6274)		~~(243)~~		~~(436)~~		~~(470)~~
Revenues less transaction-based expenses	1,407	1,~~315~~237		~~1,146~~		~~3,857~~		~~3,422~~
Operating expenses:
Compensation and benefits	356	~~353~~329		~~332~~		~~1,033~~		~~1,000~~
Professional and contract services	39	3836		36		~~112~~		~~108~~
Technology and communication infrastructure	84	8077		71		~~236~~		~~207~~
Occupancy	33	3228		28		90		85
General, administrative and other	29	226		26		51		84
Marketing and advertising	20	1314		11		41		34
Depreciation and amortization	165	~~158~~156		~~153~~		~~471~~		~~460~~
Regulatory	9	1215		9		41		37
Merger and strategic initiatives	4	924		10		53		23
Restructuring charges	11	125		22		27		~~103~~
Total operating expenses	750	~~729~~690		~~698~~		~~2,155~~		~~2,141~~
Operating income	657	~~586~~547		~~448~~		~~1,702~~		~~1,281~~
Interest income	6	811		8		32		20
Interest expense	(87)	(8796)		~~(102)~~		~~(279)~~		~~(313)~~
Net gain (loss) on divestitures		(2)		—		37		—
Net gain on divestitures	89	—
Other income		—		1		—		15
Other losses	(14)	(1)
Net income from unconsolidated investees	26	2427		1		73		7
Income before income taxes	677	~~529~~488		~~356~~		~~1,565~~		~~1,010~~
Income tax provision	158	~~106~~93		51		~~296~~		~~250~~
Net income	$519	~~423~~$395		~~305~~		~~1,269~~		~~760~~
Net loss attributable to noncontrolling interests		—		1		1		2
Per share information:
Net income attributable to Nasdaq		$	423	$	306	$	1,270	$	762
Basic earnings per share	$0.92	$0.69
Per share information:
Diluted earnings per share	$0.91	$0.68
Basic earnings per share		$	0.74	$	0.53	$	2.21	$	1.32
Cash dividends declared per common share	$0.27	$0.24
Diluted earnings per share		$	0.73	$	0.53	$	2.19	$	1.32
Cash dividends declared per common share		$	0.27	$	0.24	$	0.78	$	0.70

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in millions)

		Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
		2025		2024		2025		2024
	2026	2025
Net income	$519	$395	~~423~~	$	~~305~~	$	~~1,269~~	$	~~760~~
Other comprehensive income (loss):
Foreign currency translation gains (losses)	(20)	27175		31		~~157~~		~~(48)~~
Income tax benefit (expense)(1)	(17)	~~(5)~~30		28		93		7
Foreign currency translation, net	(37)	22205		59		~~250~~		~~(41)~~
Employee benefit plan adjustment		—		—		—		19
Unrealized gain (loss) on derivatives instruments, net	3	(2)
Income tax expense		—		—		—		(4)
Total other comprehensive income (loss), net of tax	(34)	203
Employee benefit plan, net		—		—		—		15
Comprehensive income	$485	$598
Unrealized gain (loss) on derivatives instruments, net		—		—		2		(2)
Total other comprehensive income (loss), net of tax		22		59		252		(28)
Comprehensive income		445		364		1,521		732
Comprehensive loss attributable to noncontrolling interests		—		1		1		2
Comprehensive income attributable to Nasdaq		$	445	$	365	$	1,522	$	734

____________

(1) Primarily relates to the tax effect of unrealized gains and losses on our Euro Notes.

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

(in millions)

		Three Months Ended September 30,								Nine Months Ended September 30,
	Three Months Ended March 31,
		2025					2024			2025			2024
	2026		2025
	Shares	~~Shares~~$	Shares	$	$		~~Shares~~	$		~~Shares~~	$		~~Shares~~	$
Common stock	570	~~574~~6	575	6	6		~~576~~	6		~~575~~	6		~~575~~	6
Additional paid-in capital
Beginning balance		5,122		5,530	~~5,425~~			~~5,528~~			~~5,530~~			~~5,496~~
Share repurchase program	(6)	(1548)	(2)	(115)	~~(115)~~		~~(1)~~	~~(88)~~		~~(4)~~	~~(330)~~		~~(2)~~	~~(145)~~
Share-based compensation	1	—38	2	35	41		—	37		2	~~122~~		3	~~105~~
Other issuances of common stock, net		—			—		—	—		—	29		—	21
Issuance of stock under employee stock plans	1	15	—	—
Ending balance		4,627		5,450	~~5,351~~			~~5,477~~			~~5,351~~			~~5,477~~
Common stock in treasury, at cost
Beginning balance		(716)		(647)	~~(706)~~			~~(641)~~			~~(647)~~			~~(587)~~
Other employee stock activity		—			(4)		—	(2)		—	(63)		(1)	(56)
Employee shares withheld	(1)	(31)	(1)	(25)
Ending balance		(747)		(672)	~~(710)~~			~~(643)~~			~~(710)~~			~~(643)~~
Accumulated other comprehensive loss
Beginning balance		(1,773)		(2,099)	~~(1,869)~~			~~(2,011)~~			~~(2,099)~~			~~(1,924)~~
Other comprehensive income (loss)		(34)		203	22			59			~~252~~			~~(28)~~
Ending balance		(1,807)		(1,896)	~~(1,847)~~			~~(1,952)~~			~~(1,847)~~			~~(1,952)~~
Retained earnings
Beginning balance		9,588		8,401	~~8,955~~			~~8,016~~			~~8,401~~			~~7,825~~
Net income attributable to Nasdaq					423			306			1,270			762
Net income		519		395
Cash dividends declared and paid		(153)		(138)	~~(155)~~			~~(138)~~			~~(448)~~			~~(403)~~
Ending balance		9,954		8,658	~~9,223~~			~~8,184~~			~~9,223~~			~~8,184~~
Total Nasdaq stockholders’ equity		12,033		11,546	~~12,023~~			~~11,072~~			~~12,023~~			~~11,072~~
Noncontrolling interests
Beginning balance		5		9	7			10			9			11
Net activity related to noncontrolling interests		—		—	—			~~(1)~~			~~(2)~~			~~(2)~~
Ending balance		5		9	7			9			7			9
Total Equity	565	~~573~~$12,038	574	$11,555	$	~~12,030~~	~~575~~	$	~~11,081~~	~~573~~	$	~~12,030~~	~~575~~	$	~~11,081~~

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in millions)

		Nine Months Ended September 30,
	Three Months Ended March 31,
		2025		2024
	2026	2025
Cash flows from operating activities:
Net income	$519	$395	~~1,269~~	$	~~760~~
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	165	~~471~~156		~~460~~
Share-based compensation	38	~~122~~35		~~105~~
Deferred income taxes		30		(62)
Deferred income tax expense	12	6
Net gain on divestitures	(89)	~~(37)~~—		—
Non-cash restructuring charges		—		33
Net income from unconsolidated investees	(26)	(27)
Net income from unconsolidated investees		(73)		(7)
Other reconciling items included in net income	21	(11)
Adenza purchase accounting adjustment		—		32
Net change in operating assets and liabilities, excluding the effects of divestitures:
Other reconciling items included in net income		(1)		39
Receivables, net	(49)	48
Net change in operating assets and liabilities, excluding the effects of divestitures:
Other assets	94	66
Receivables, net		172		(99)
Accounts payable and accrued expenses	(33)	(17)
Other assets		67		(43)
Section 31 fees payable to SEC	—	(55)
Accounts payable and accrued expenses		(22)		(43)
Accrued personnel costs	(153)	(134)
Section 31 fees payable to SEC		(319)		(10)
Deferred revenue	311	257
Accrued personnel costs		(25)		11
Other liabilities	(121)	(56)
Deferred revenue		(10)		8
Net cash provided by operating activities	689	663
Other liabilities		(14)		50
Cash flows from investing activities:
Net cash provided by operating activities		1,630		1,234
Purchases of securities	(166)	(105)
Cash flows from investing activities:
Proceeds from sales and redemptions of securities	8	105
Purchases of securities		(234)		(152)
Purchases of property and equipment	(60)	(49)
Proceeds from sales and redemptions of securities		392		141
Investments related to default funds and margin deposits, net(1)	976	(204)
Proceeds from divestitures, net of cash divested		52		—
Other investing activities	(11)	(5)
Purchases of property and equipment		(177)		(147)
Net cash provided by (used in) investing activities	747	(258)
Investments related to default funds and margin deposits, net(1)		(419)		237
Cash flows from financing activities:
Other investing activities		(76)		(24)
Repayments of debt and credit commitment	—	(257)
Net cash provided by (used in) investing activities		(462)		55
Repurchases of common stock	(548)	(115)
Cash flows from financing activities:
Dividends paid	(153)	(138)
Repayments of commercial paper, net		—		(291)
Proceeds from issuance of stock under employee stock plans	15	—
Repayments of debt and credit commitment		(726)		(340)
Payments related to employee shares withheld for taxes	(31)	(25)
Repurchases of common stock		(330)		(145)
Default funds and margin deposits	(3,467)	(549)
Dividends paid		(448)		(403)
Other financing activities	—	1
Proceeds received from employee stock activity and other issuances		28		21
Net cash used in financing activities	(4,184)	(1,083)
Payments related to employee shares withheld for taxes		(63)		(56)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	(50)	403
Default funds and margin deposits		(847)		(1,320)
Net decrease in cash and cash equivalents and restricted cash and cash equivalents	(2,798)	(275)
Other financing activities		—		(3)
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period	3,934	5,006
Net cash used in financing activities		(2,386)		(2,537)
Cash and cash equivalents, restricted cash and cash equivalents at end of period	$1,136	$4,731
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents		653		(75)
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Net decrease in cash and cash equivalents and restricted cash and cash equivalents		(565)		(1,323)
Cash and cash equivalents	$515	$690
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period		5,006		7,118
Restricted cash and cash equivalents	49	18
Cash and cash equivalents, restricted cash and cash equivalents at end of period		$	4,441	$	5,795
Restricted cash and cash equivalents (default funds and margin deposits)	572	4,023
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Total	$1,136	$4,731
Cash and cash equivalents		$	470	$	266
Supplemental Disclosure - Cash Flow Information
Restricted cash and cash equivalents		227		42
Cash paid for:
Restricted cash and cash equivalents (default funds and margin deposits)		3,744		5,487
Interest paid	$126	$125
Total		$	4,441	$	5,795
Income taxes paid, net of refunds	$167	$45
Supplemental Disclosure Cash Flow Information
Interest paid		$	283	$	315
Income taxes paid, net of refund		$	220	$	236

(1) Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," of Note 14, "Clearing Operations." __________________________

(1)See "Default Fund Contributions and Margin Deposits," of Note 14, "Clearing Operations," for further details.

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

Nasdaq is a ~~global~~leading technology ~~company~~platform serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that ~~improve~~powers the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.

~~Our~~world’s ~~organizational~~economies. ~~structure~~We ~~aligns~~architect ~~our businesses with~~ the ~~foundational~~infrastructure ~~shifts that are driving the evolution~~ of the ~~global financial system. We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.~~

world’s most modern markets, power the innovation

economy, and build trust in the financial system. We

empower economic opportunity by designing and deploying

advanced technology, data, and intelligence solutions that

enable our clients to capture opportunities, navigate risk, and

strengthen resilience.

Our organizational structure aligns our businesses with the

foundational shifts that are driving the evolution of the global

financial system. We manage, operate and provide our

products and services in three business segments: Capital

Access Platforms, Financial Technology and Market

Services.

Capital Access Platforms

Our Capital Access Platforms segment comprises Data & ~~Listing Services, Index and Workflow & Insights.~~

~~Our~~Listing ~~Data business distributes historical and real-time market data to sell-side customers~~Services, ~~the~~Index ~~institutional investing community, retail online brokers, proprietary trading firms~~ and ~~other~~Workflow ~~venues,~~& ~~as well as various client portals and data distributors~~Insights. ~~Our data products can enhance the transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally.~~

Our ~~Listing~~Data ~~Services~~ business ~~operates~~distributes ~~listing~~historical ~~platforms in the U.S.~~ and ~~Europe~~real-time ~~and~~market provides multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies.

Asdata ofto ~~September~~sell-side 30customers, 2025, a total of 5,492 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of September 30, 2025, there were 4,359 total listings on The Nasdaq Stock Market, including 1,000 ETPs. The Nasdaq combined market capitalization in the ~~U.S.~~institutional ~~was~~investing approximately $38.6 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,133 listed companies with a combined market capitalization of approximately $2.2 trillion.

~~Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled futures~~community, ~~options~~retail ~~and~~online ~~options on futures on our indices. As of September 30~~brokers, ~~2025,~~proprietary ~~439~~trading ~~ETPs~~firms ~~listed on 29 exchanges in over 20 countries tracked a Nasdaq index and accounted for $829 billion in AUM.~~

~~Workflow & Insights includes our analytics~~ and ~~corporate~~other ~~solutions businesses. Our analytics business provides hedge funds~~venues, ~~asset~~as ~~managers,~~well ~~investment~~as ~~consultants~~various ~~and~~client ~~institutional~~portals ~~asset owners with information~~ and ~~analytics to make~~ data~~-driven~~ investment decisions, deploy their resources more productively, and provide liquidity solutions for private funds. Through our eVestment and Solovis solutions, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide. In September 2025, Nasdaq entered into an agreement to sell Nasdaq Solovis to a global software investor, which subsequently closed in October, and resulted in a gain which will be recorded in the fourth quarter of 2025.

~~The~~distributors. ~~Nasdaq~~Our ~~Fund Network and Nasdaq Data Link are additional platforms in our suite of investment~~ data ~~analytics~~products ~~offerings~~can ~~and~~enhance ~~data~~the ~~management~~transparency ~~tools.~~

~~Our~~of ~~corporate~~market ~~solutions~~activity ~~business~~within ~~serves both public and private companies and organizations through~~ our ~~Investor Relations Intelligence, Sustainability Solutions and Governance Solutions products. Our public company clients can be companies listed on our~~ exchanges ~~or other U.S.~~ and ~~global~~provide ~~exchanges.~~critical Our private company clients include a diverse group of organizations ranging from family-owned companies, government organizations, law firms, privately held entities, and various non-profit organizations to hospitals and healthcare systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving sustainability landscape through our suite of advanced technology, analytics, reporting and consulting services.

information to professional and non-professional investors

globally.

Our Listing Services business operates listing platforms in

the U.S. and Europe and provides multiple global capital

raising solutions for public companies. Our main listing

markets are The Nasdaq Stock Market and the Nasdaq

Nordic and Nasdaq Baltic exchanges. Through Nasdaq First

North, our Nordic and Baltic operations also offer alternative

marketplaces for smaller companies and growth companies.

As of March 31, 2026, a total of 5,677 companies listed

securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and

Nasdaq First North exchanges. As of March 31, 2026, there

were 4,570 total listings on The Nasdaq Stock Market,

including 1,180 ETPs. The Nasdaq combined market

capitalization in the U.S. was approximately $36.4 trillion. In

Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges,

together with Nasdaq First North, were home to 1,107 listed

companies with a combined market capitalization of

approximately $2.2 trillion.

Our Index business develops and licenses Nasdaq-branded

indices and financial products. We also license cash-settled

futures, options and options on futures on our indices. As of

March 31, 2026, 470 ETPs listed on 27 exchanges in over 20

countries tracked a Nasdaq index and accounted for $836

billion in AUM.

Workflow & Insights includes our analytics and corporate

solutions businesses. Our analytics business provides hedge

funds, asset managers, investment consultants and

institutional asset owners with information and analytics to

make data-driven investment decisions, deploy their

resources more productively, and provide liquidity solutions

for private funds. Through our eVestment solution, we

provide a suite of cloud-based solutions that help institutional

investors and consultants conduct pre-investment due

diligence, and monitor their portfolios post-investment. The

eVestment platform also enables asset managers to efficiently

distribute information about their firms and funds to asset

owners and consultants worldwide. In October 2025, we sold

our Solovis business, a financial technology platform

offering portfolio monitoring and analytics tools. Revenues

from this business are reflected in Other revenues in the

Condensed Consolidated Statements of Income for all

periods presented, and in our Corporate segment for our

segment disclosures.

The Nasdaq Fund Network and Nasdaq Data Link are

additional platforms in our suite of investment data analytics

offerings and data management tools.

Our corporate solutions business serves both public and

private companies and organizations through our Investor

Relations Intelligence, Sustainability Solutions and

Governance Solutions products. Our public company clients

can be companies listed on our exchanges or other U.S. and

global exchanges. Our private company clients include a

diverse group of organizations ranging from family-owned

companies, government organizations, law firms, privately

held entities, and various non-profit organizations to

hospitals and healthcare systems. We help organizations

enhance their ability to understand and expand their global

shareholder base, improve corporate governance, and

navigate the evolving sustainability landscape through our

suite of advanced technology, analytics, reporting and

consulting services.

Financial Technology

Our Financial Technology segment comprises Financial ~~Crime Management Technology, Regulatory Technology and Capital Markets Technology businesses.~~

~~Financial~~ Crime Management Technology ~~includes our Nasdaq Verafin solution~~, aRegulatory ~~cloud-based~~Technology ~~platform, leveraging consortium data~~ and ~~AI, to help more than 2,700 financial institutions detect, investigate, and report money laundering and financial fraud.~~

6Capital Markets Technology businesses.

~~Regulatory~~Financial Crime Management Technology ~~comprises~~includes our AxiomSL and surveillance solutions. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures. AxiomSL’s cloud-enabled platform supports compliance across a wide range of global and local regulations. Our surveillance solutions are designed for banks, brokers and other market participants to assist them in complying with market abuse and integrity rules and regulations. In addition, we provide regulators and exchanges with a platform for surveillance.

~~Capital~~Nasdaq ~~Markets~~Verafin ~~Technology includes market technology~~solution, ~~trade management services and Calypso solutions. Our market technology business is~~ a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our market technology solutions are utilized by leading markets in North America, Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. Our trade management services provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. Our marketplaces may be accessed through different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within our data centers. Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology. Calypso is a leading cloud-~~enabled~~based platform ~~providing~~leveraging cross-asset, front-to-back trading, treasury, risk and collateral management solutions. The Calypso solution provides customers with a single platform designed from the outset to enable consolidation, innovation and growth.

consortium data and AI to help more than 2,800 financial

institutions detect, investigate, and report money laundering

and financial fraud.

Regulatory Technology comprises our AxiomSL and

surveillance solutions. AxiomSL is a global leader in risk

data management and regulatory reporting solutions for the

financial industry, including banks, broker dealers and asset

managers. Its unique enterprise data management platform

delivers data lineage, risk aggregation, analytics, workflow

automation, reconciliation, validation and audit functionality,

as well as disclosures. AxiomSL’s platform supports

compliance across a wide range of global and local

regulations. Our surveillance solutions are designed for

banks, brokers and other market participants to assist them in

complying with market abuse and integrity rules and

regulations. In addition, we provide regulators and exchanges

with a platform for surveillance.

Capital Markets Technology includes our market technology,

trade management services and Calypso solutions. Our

market technology business is a leading global technology

solutions provider and partner to exchanges, clearing

organizations, central securities depositories, regulators,

banks, brokers, buy-side firms and corporate businesses. Our

market technology solutions are utilized by leading markets

in North America, Europe and Asia as well as emerging

markets in the Middle East, Latin America, and Africa. Our

trade management services provide market participants with

a wide variety of alternatives for connecting to and accessing

our markets for a fee. Our marketplaces may be accessed

through different protocols used for quoting, order entry,

trade reporting and connectivity to various data feeds. We

also provide colocation services to market participants,

whereby we offer firms cabinet space and power to house

their own equipment and servers within our data centers.

Additionally, we offer a number of wireless connectivity

offerings between select data centers using millimeter wave

and microwave technology. Calypso is a leading platform

providing cross-asset, front-to-back trading, treasury, risk and

collateral management solutions. The Calypso solution

provides customers with a single platform designed from the

outset to enable consolidation, innovation and growth.

Market Services

Our Market Services segment includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data. We operate 19 exchanges across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide clearing, settlement and central depository services. In January 2025, we entered into an agreement to transfer existing open positions in our Nordic power futures business to a European exchange, which was completed in June 2025. See Note 4, “Divestitures,” for further discussion. Revenues from this business are reflected in other revenues in the Condensed Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures.

~~Our~~derivatives ~~transaction-based platforms provide market participants with the ability to access~~trading, ~~process,~~cash ~~display~~equity ~~and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions~~trading, ~~providing~~Nordic ~~fee-based~~fixed ~~revenues.~~income

2.trading ~~BASIS~~& OFclearing, ~~PRESENTATION~~Nordic ~~AND~~commodities ~~PRINCIPLES~~and OFU.S. ~~CONSOLIDATION~~Tape plans

~~The condensed consolidated financial statements are prepared in accordance with U~~data.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity, but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We ~~recognize~~operate ~~our~~19 ~~share~~exchanges ofacross ~~earnings~~several orasset ~~losses of an equity method investee based on our ownership percentage. See “Equity Method Investments~~classes,” ~~of Note 6, “Investments,” for further discussion of our equity method investments.~~

~~The~~including ~~accompanying~~derivatives, ~~condensed~~commodities, ~~consolidated~~cash ~~financial statements reflect all adjustments which are~~equity, ~~in the opinion of management~~debt, ~~necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.~~

Asstructured ~~permitted~~products under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and ~~accompanying notes included in Nasdaq’s Form 10-K~~ETPs. ~~The~~In ~~year-end balance sheet data was derived from the audited financial statements~~addition, ~~but~~in ~~does~~certain ~~not include all disclosures required by U.S. GAAP.~~

~~Certain~~countries ~~prior~~where ~~year~~we ~~amounts~~operate ~~have~~exchanges, ~~been~~we ~~reclassified~~also toprovide ~~conform to the current year presentation.~~

~~Certain~~clearing, ~~percentages~~settlement and ~~per~~central ~~share~~depository ~~amounts~~services. ~~herein~~In ~~may~~the ~~not sum or recalculate due to rounding.~~

first quarter of 2026 we completed the transfer of existing

open positions in our Nordic power futures business to a

European exchange. See Note 4, “Divestitures,” for further

discussion. Revenues from this business are reflected in

Other revenues in the Consolidated Statements of Income for

all periods presented, and in our Corporate segment for our

segment disclosures.

Our transaction-based platforms provide market participants

with the ability to access, process, display and integrate

orders and quotes. The platforms allow the routing and

execution of buy and sell orders as well as the reporting of

transactions, providing fee-based revenues.

2. BASIS OF PRESENTATION AND PRINCIPLES OF

CONSOLIDATION

The condensed consolidated financial statements are prepared

in accordance with U.S. GAAP and include the accounts of

Nasdaq, its wholly-owned subsidiaries and other entities in

which Nasdaq has a controlling financial interest. When we

do not have a controlling interest in an entity, but exercise

significant influence over the entity’s operating and financial

policies, such investment is accounted for under the equity

method of accounting. We recognize our share of earnings or

losses of an equity method investee based on our ownership

percentage. See “Equity Method Investments,” of Note 6,

“Investments,” for further discussion of our equity method

investments.

The accompanying condensed consolidated financial

statements reflect all adjustments which are, in the opinion of

management, necessary for a fair statement of the results.

These adjustments are of a normal recurring nature. All

significant intercompany accounts and transactions have been

eliminated in consolidation.

As permitted under U.S. GAAP, certain footnotes or other

financial information can be condensed or omitted in the

interim condensed consolidated financial statements. The

information included in this Quarterly Report on Form 10-Q

should be read in conjunction with the consolidated financial

statements and accompanying notes included in Nasdaq’s

Form 10-K. The year-end balance sheet data was derived

from the audited financial statements, but does not include all

disclosures required by U.S. GAAP.

Certain prior year amounts have been reclassified to conform

to the current year presentation.

Certain percentages and per share amounts herein may not

sum or recalculate due to rounding.

Accounting Estimates

In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenues, operating income and net income, as well as on the value of certain assets and liabilities in our Condensed Consolidated Balance Sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary.

we make assumptions, judgments and estimates that can have

a significant impact on our revenues, operating income and

net income, as well as on the value of certain assets and

liabilities in our Condensed Consolidated Balance Sheets. At

least quarterly, we evaluate our assumptions, judgments and

estimates, and make changes as deemed necessary.

Subsequent Events

We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. See Note 4, “Divestitures” and “Variable Notional ASR Agreement,” of Note 11, “Nasdaq Stockholders’ Equity” for a discussion of subsequent events.

7date of this Quarterly Report on Form 10-Q.

3.Accounting ~~REVENUE~~Pronouncements ~~FROM~~Not ~~CONTRACTS~~Yet ~~WITH~~Adopted ~~CUSTOMERS~~

•In November 2024, the FASB issued ASU 2024-03,

“Income Statement—Reporting Comprehensive Income—

Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” This

guidance will require disclosures about specific types of

expenses included in the expense captions presented on the

face of the income statement. The update is effective for

annual periods beginning after December 15, 2026, and

interim periods beginning after December 15, 2027, with

early adoption permitted. Prospective application is

required and retrospective application is permitted. We are

currently evaluating the impact of adopting this ASU on

our income statement disaggregation disclosures. We do

not believe this update will have a material impact on our

consolidated financial statement disclosures.

•In September 2025, the FASB issued ASU 2025-06,

“Intangibles – Goodwill and Other – Internal-Use Software

(Subtopic 350-40): Targeted Improvements to the

Accounting for Internal-Use Software.” The new guidance

removes references to various stages of a software

development project to align better with current software

development methods, such as agile programming. Under

the new standard, entities will start capitalizing eligible

costs when (1) management has authorized and committed

to funding the software project, and (2) it is probable that

the project will be completed and the software will be used

to perform the function intended. The update is effective

for interim and annual periods beginning after December

15, 2027, with early adoption permitted. The guidance can

be applied on a prospective basis, a modified basis for in-

process projects, or a retrospective basis. We are

evaluating the impact this amended guidance may have on

our consolidated financial statements.

3. REVENUE FROM CONTRACTS WITH

CUSTOMERS

Disaggregation of Revenue

The following ~~tables~~table ~~summarize~~summarizes the disaggregation of ~~revenue by major product and service and by segment for the three and nine months ended September 30, 2025 and 2024:~~

	Three Months Ended September 30,
	2025		2024
	(in millions)
Capital Access Platforms:
Data & Listing Services	$	204	$	190
Index	206		182
Workflow & Insights	136		129
Financial Technology:
Financial Crime Management Technology	84		69
Regulatory Technology	109		68
Capital Markets Technology	264		234
Market Services, net	303		266
Other revenues	9		8
Revenues less transaction-based expenses	$	1,315	$	1,146
	Nine Months Ended September 30,
	2025		2024
	(in millions)
Capital Access Platforms
Data & Listing Services	$	594	$	562
Index	595		517
Workflow & Insights	399		381
Financial Technology
Financial Crime Management Technology	241		200
Regulatory Technology	315		253
Capital Markets Technology	796		730
Market Services, net	890		752
Other revenues	27		27
Revenues less transaction-based expenses	$	3,857	$	3,422

revenue by major product and service and by segment for the

~~Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the~~ three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024.~~ 2025:

For the three months ended September 30, 2025 and 2024, approximately 95.3% and 94.6%, respectively, of Market Services revenues were recognized at a point in time and 4.7% and 5.4%, respectively, were recognized over time. For the nine months ended September 30, 2025 and 2024, approximately 95.2% and 95.4%, respectively, of Market Services revenues were recognized at a point in time and 4.8% and 4.6%, respectively, were recognized over time.


	Three Months Ended March 31,
	2026	2025
	(in millions)
Capital Access Platforms
Data & Listing Services	$214	$192
Index	220	193
Workflow & Insights	131	123
Financial Technology
Financial Crime Management Technology	93	77
Regulatory Technology	118	101
Capital Markets Technology	306	254
Market Services, net	317	281
Other revenues	8	16
Revenues less transaction-based expenses	$1,407	$1,237

~~During~~Substantially ~~the~~all ~~third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we implemented a change to the accounting treatment of the~~ revenues ~~associated~~from ~~with AxiomSL on-premises subscription contracts, which are included in~~ the ~~Regulatory~~Capital ~~Technology~~Access ~~business~~Platforms within the Financial Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL’s subscription-based revenues on a ratable basis over the contract term. As a result of this change, we recognized a one-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition.

and Financial Technology segments were recognized over

time for the three months ended March 31, 2026 and 2025.

Substantially all revenues from our Market Services segment

were recognized at a point in time for the same periods.

Contract Balances

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in the Condensed Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $11 million as of September 30, 2025 and $10 million as of December 31, 2024. Changes to the allowance for doubtful accounts during the nine months ended September 30, 2025 were not material to our condensed consolidated financial statements. We do not have obligations for warranties, returns or refunds to customers.

~~Deferred~~revenues ~~revenue~~from ~~represents~~contracts ~~consideration~~with ~~received that is yet to be recognized as revenue for unsatisfied performance obligations and is the only significant contract asset or liability as of September 30, 2025~~customers. ~~See~~The ~~Note~~related 7,accounts ~~“Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition.~~

Wereceivable dobalances ~~not provide disclosures about the transaction price allocated to unsatisfied performance obligations if contract durations~~ are ~~less~~recorded ~~than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included~~ in ~~deferred revenue, and therefore not included below. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts,~~ the ~~portion~~Condensed of transaction price allocated to unsatisfied performance obligations is presented in the table below. The timing in the table below is based on our best estimates as, for certain contracts, the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue.

8Consolidated Balance Sheets as receivables, which are net of

~~The~~allowance ~~following~~for ~~table~~doubtful ~~summarizes~~accounts ~~the amount~~ of ~~the~~$14 ~~transaction~~million ~~price allocated to performance obligations that are unsatisfied, for contract durations greater than one year,~~ as of ~~September~~March ~~30, 2025:~~

	Financial Crime Management Technology		Regulatory Technology		Capital Markets Technology		Workflow & Insights		Total
	(in millions)
Remainder of 2025	$	82	$	81	$	88	$	51	$	302
2026	312		276		326		157		1,071
2027	231		205		263		85		784
2028	123		132		194		29		478
2029	38		62		121		8		229
2030+	11		51		274		10		346
Total	$	797	$	807	$	1,266	$	340	$	3,210

31, 2026 and $11 million as of December 31, 2025. Changes

to the allowance for doubtful accounts during the three

months ended March 31, 2026 were not material to our

condensed consolidated financial statements. We do not have

obligations for warranties, returns or refunds to customers.

Deferred revenue represents consideration received that is yet

to be recognized as revenue for unsatisfied performance

obligations and is the only significant contract asset or

liability as of March 31, 2026. See Note 7, “Deferred

Revenue,” for our discussion on deferred revenue balances,

activity, and expected timing of recognition.

We do not provide disclosures about the transaction price

allocated to unsatisfied performance obligations if contract

durations are less than one year. For our initial listings, the

transaction price allocated to remaining performance

obligations is included in deferred revenue, and therefore not

included below. For our Financial Crime Management

Technology, Regulatory Technology, Capital Markets

Technology and Workflow & Insights contracts, the portion

of transaction price allocated to unsatisfied performance

obligations is presented in the table below. The timing in the

table below is based on our best estimates as, for certain

contracts, the recognition is primarily dependent upon the

completion of customization and any significant

modifications made pursuant to existing contracts. To the

extent consideration has been received, unsatisfied

performance obligations would be included in the table below

as well as deferred revenue.

The following table summarizes the amount of the

transaction price allocated to performance obligations that are

unsatisfied, for contract durations greater than one year, as of

March 31, 2026:


	Financial Crime Management Technology	Regulatory Technology	Capital Markets Technology	Workflow & Insights	Total
	(in millions)
Remainder of 2026	$267	$264	$292	$135	$958
2027	300	293	334	118	1,045
2028	188	223	269	54	734
2029	79	123	164	30	396
2030	20	81	104	23	228
2031+	4	39	236	5	284
Total	$858	$1,023	$1,399	$365	$3,645

4. Divestitures

In January 2025, we entered into an agreement to transfer existing open positions in our Nordic power futures business to a European exchange. In June 2025, this transaction was completed and consideration was received. Migration of open positions are planned to take place by the end of the first quarter of 2026. We expect to wind down the commodities clearing and trading services by the end of the second quarter of 2026, and the business to be wound down in the months following. In connection with the successful migration of open positions, Nasdaq may receive additional consideration in 2026 and 2027, and is expected to release regulatory capital in the medium term.

Inexisting ~~April~~open ~~2025,~~positions ~~Nasdaq~~in ~~completed the sale of~~ our ~~Nasdaq~~Nordic ~~Risk~~power ~~Modelling~~futures ~~for Catastrophes~~ business ~~previously included in Capital Markets Technology within our Financial Technology segment.~~

~~The~~to ~~impact~~a ofEuropean ~~the~~exchange. ~~transactions,~~In ~~net~~June ~~of costs to sell~~2025, ~~described~~this ~~above~~transaction ~~are~~was ~~included in net gain (loss) on divestitures in the Condensed Consolidated Statements of Income.~~

Incompleted ~~September 2025, Nasdaq entered into an agreement to sell Nasdaq Solovis to a global software investor, which subsequently closed in October,~~ and ~~resulted~~partial inconsideration awas ~~gain which will be recorded in the fourth quarter of 2025~~received. ~~The~~Migration ~~Nasdaq Solovis business is included in Workflow & Insights within our Capital Access Platforms segment.~~

5.of ~~GOODWILL~~open ~~AND~~positions ~~ACQUIRED~~was ~~INTANGIBLE~~completed ~~ASSETS~~during the first quarter of

2026, resulting in an incremental gain of $88 million, net of

costs to sell. This additional consideration was received in

April 2026. We expect to wind down the commodities

clearing and trading services by the end of the second quarter

of 2026, and the business to be wound down in the months

following. In connection with the successful migration of

open positions, Nasdaq may receive additional consideration

in 2027, and is expected to release regulatory capital in the

medium term.

In April 2025, Nasdaq completed the sale of our Nasdaq Risk

Modelling for Catastrophes business previously included in

Capital Markets Technology within our Financial

Technology segment.

In October 2025, Nasdaq completed the sale of our Solovis

business which was previously included in Workflow &

Insights within our Capital Access Platforms segment.

The impact of the transactions described above is net of cost

to sell and is included in net gain on divestitures in the

Condensed Consolidated Statements of Income.

5. GOODWILL AND ACQUIRED INTANGIBLE

ASSETS

Goodwill

The following table presents the changes in goodwill by ~~business segment during the nine months ended September 30, 2025:~~

	(in millions)
Capital Access Platforms
Balance at December 31, 2024	$	4,127
Foreign currency translation adjustments	155
Balance at September 30, 2025	$	4,282
Financial Technology
Balance at December 31, 2024	$	7,925
Divestiture of business	(9)
Foreign currency translation adjustments	31
Balance at September 30, 2025	$	7,947
Market Services
Balance at December 31, 2024	$	1,905
Foreign currency translation adjustments	202
Balance at September 30, 2025	$	2,107
Total
Balance at December 31, 2024	$	13,957
Divestiture of business	(9)
Foreign currency translation adjustments	388
Balance at September 30, 2025	$	14,336

business segment during the three months ended March 31,

Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. Upon the sale of a business, we also allocate a portion of goodwill to the business being sold, based on the relative fair value of the business and the portion of the reporting unit that we are retaining. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the three and nine months ended September 30, 2025 and 2024; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future. 2026:


	(in millions)
Capital Access Platforms
Balance at December 31, 2025	$4,285
Foreign currency translation adjustments	(30)
Balance at March 31, 2026	$4,255
Financial Technology
Balance at December 31, 2025	$7,952
Foreign currency translation adjustments	(3)
Balance at March 31, 2026	$7,949
Market Services
Balance at December 31, 2025	$2,134
Foreign currency translation adjustments	(31)
Balance at March 31, 2026	$2,103

Total
Balance at December 31, 2025	$14,371
Foreign currency translation adjustments	(64)
Balance at March 31, 2026	$14,307

Goodwill represents the excess of purchase price over the

value assigned to the net assets, including identifiable

intangible assets, of a business acquired. Goodwill is

allocated to our reporting units based on the assignment of

the fair values of each reporting unit of the acquired

company. We test goodwill for impairment at the reporting

unit level annually, or in interim periods if certain events

occur indicating that the carrying amount may be impaired,

such as changes in the business climate, poor indicators of

operating performance or the sale or disposition of a

significant portion of a reporting unit.

There was no impairment of goodwill or indefinite-lived

intangibles for the three months ended March 31, 2026 and

2025; however, events such as prolonged economic weakness

or unexpected significant declines in operating results of any

of our reporting units or businesses may result in goodwill

impairment charges in the future.

Acquired Intangible Assets

The following table presents details of our total acquired ~~intangible assets, both finite- and indefinite-lived:~~

	September 30, 2025		December 31, 2024
Finite-Lived Intangible Assets	(in millions)
Gross Amount:
Technology	$	1,234	$	1,234
Customer relationships	5,714		5,720
Trade names and other	417		417
Foreign currency translation adjustment	(172)		(237)
Total gross amount	$	7,193	$	7,134
Accumulated Amortization:
Technology	$	(496)	$	(348)
Customer relationships	(1,365)		(1,164)
Trade names and other	(60)		(43)
Foreign currency translation adjustment	118		153
Total accumulated amortization	$	(1,803)	$	(1,402)
Net Amount:
Technology	$	738	$	886
Customer relationships	4,349		4,556
Trade names and other	357		374
Foreign currency translation adjustment	(54)		(84)
Total finite-lived intangible assets	$	5,390	$	5,732
Indefinite-Lived Intangible Assets
Exchange and clearing registrations	$	1,257	$	1,257
Trade names	121		121
Licenses	52		52
Foreign currency translation adjustment	(200)		(257)
Total indefinite-lived intangible assets	$	1,230	$	1,173
Total intangible assets, net	$	6,620	$	6,905

intangible assets, both finite- and indefinite-lived:

There was no impairment of intangible assets for the three and nine months ended September 30, 2025 and 2024.


	March 31, 2026	December 31, 2025
Finite-Lived Intangible Assets	(in millions)
Gross Amount:
Technology	$1,222	$1,222
Customer relationships	5,711	5,711
Trade names and other	405	405
Foreign currency translation adjustment	(172)	(163)
Total gross amount	$7,166	$7,175
Accumulated Amortization:
Technology	$(580)	$(531)
Customer relationships	(1,500)	(1,432)
Trade names and other	(58)	(53)
Foreign currency translation adjustment	120	113
Total accumulated amortization	$(2,018)	$(1,903)
Net Amount:
Technology	$642	$691
Customer relationships	4,211	4,279
Trade names and other	347	352
Foreign currency translation adjustment	(52)	(50)
Total finite-lived intangible assets	$5,148	$5,272

Indefinite-Lived Intangible Assets
Exchange and clearing registrations	$1,257	$1,257
Trade names	121	121
Licenses	52	52
Foreign currency translation adjustment	(202)	(191)
Total indefinite-lived intangible assets	$1,228	$1,239
Total intangible assets, net	$6,376	$6,511

~~The~~There ~~following~~was ~~tables~~no ~~present~~impairment ~~our~~of ~~amortization~~intangible ~~expense~~assets for ~~acquired~~the ~~finite-lived~~three ~~intangible assets:~~

	Three Months Ended September 30,
	2025		2024
	(in millions)
Amortization expense	$	122	$	122
	Nine Months Ended September 30,
	2025		2024
	(in millions)
Amortization expense	$	365	$	366

months ended March 31, 2026 and 2025.

The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $54 million as of September 30, 2025) of acquired finite-lived intangible assets as of September 30, 2025:10

	(in millions)
Remainder of 2025	$	123
2026	503
2027	493
2028	460
2029	433
2030+	3,432
Total	$	5,444

The following table presents our amortization expense for

acquired finite-lived intangible assets:


	Three Months Ended March 31,
	2026	2025
	(in millions)
Amortization expense	$121	$122

The table below presents the estimated future amortization

expense (excluding the impact of foreign currency translation

adjustments of $52 million as of March 31, 2026) of acquired

finite-lived intangible assets as of March 31, 2026:


	(in millions)
Remainder of 2026	$368
2027	507
2028	460
2029	433
2030	270
2031+	3,162
Total	$5,200

6. INVESTMENTS

	September 30, 2025		December 31, 2024
	(in millions)
Financial investments	$	53	$	184
Equity method investments	491		417
Equity securities	199		121

The following table presents the details of our investments:


	March 31, 2026	December 31, 2025
	(in millions)
Financial investments	$184	$28
Equity method investments	538	512
Equity securities	160	175

Financial Investments

Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $43 million as of September 30, 2025 and $171 million as of December 31, 2024 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. The decrease in this balance as of September 30, 2025 is primarily due to more regulatory capital being invested in short-term investments, which are classified as cash equivalents, and are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

primarily highly rated European government debt securities,

of which $168 million as of March 31, 2026 and $18 million

as of December 31, 2025 are assets primarily utilized to meet

regulatory capital requirements, mainly for our clearing

operations at Nasdaq Clearing. Capital held for regulatory

purposes is invested to optimize returns while staying within

approved risk tolerances. This active portfolio management

can result in assets held as shorter term investments which

meet the criteria to be classified as cash equivalents, and

would then be included in restricted cash and cash

equivalents or longer term investments, which would be

classified as financial investments in the Condensed

Consolidated Balance Sheets.

Equity Method Investments

We record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. As of September 30, 2025 and December 31, 2024, our equity method investments primarily included our 40.0% equity interest in OCC.

~~The~~each ~~carrying~~reporting ~~amounts~~period ~~of our equity method investments are included in other non-current assets in the Condensed Consolidated Balance Sheets. No impairments were recorded for the three~~ and ~~nine~~record ~~months~~any ~~ended~~dividends ~~September~~as ~~30,~~a ~~2025~~reduction ~~and 2024.~~

~~Net income recognized from our equity interest~~ in the ~~earnings~~investment ~~and~~balance. ~~losses~~As of ~~these~~March ~~equity method investments was $24 million and $1 million for the three months ended September 30~~31, ~~2025~~2026 and ~~2024, respectively, and $73 million and $7 million for the nine months ended September 30,~~ 2025 ~~and 2024~~, ~~respectively.~~

10our equity method investments primarily included our 40.0%

equity interest in OCC.

The carrying amounts of our equity method investments are

included in other non-current assets in the Condensed

Consolidated Balance Sheets. No impairments were recorded

for the three months ended March 31, 2026 and 2025.

Net income recognized from our equity interest in the

earnings and losses of these equity method investments was

$26 million and $27 million for the three months ended

March 31, 2026 and 2025, respectively.

Equity Securities

The carrying amounts of our equity securities are included in other non-current assets in the Condensed Consolidated Balance Sheets. Equity securities in the table above include $49 million of securities with readily determinable fair value. See Note 13, “Fair Value of Financial Instruments” for further discussion. For investments without readily determinable fair value we elected the measurement alternative. No material adjustments were made to the carrying value of our equity securities for the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, our equity securities primarily represent various strategic minority investments made through our corporate venture program.

other non-current assets in the Condensed Consolidated

Balance Sheets. The majority of our equity securities as of

March 31, 2026 do not have a readily determinable fair value

and therefore we have elected the measurement alternative.

No material adjustments were made to the carrying value of

these equity securities for the three months ended March 31,

2026 and 2025. We mark-to-market equity securities, which

have a readily determinable fair value, with gains and losses

recognized in other losses in the Condensed Consolidated

Statements of Income. Net loss from the change in fair value

of these equity securities was $15 million for the three

months ended March 31, 2026, and immaterial for the three

months ended March 31, 2025. As of March 31, 2026 and

December 31, 2025, our equity securities primarily represent

various strategic minority investments made through our

corporate venture program. Our investment in equity

securities is included in other investing activities in the

Condensed Consolidated Statements of Cash Flows.

7. DEFERRED REVENUE

Deferred revenue represents consideration received that is yet ~~to be recognized as revenue. The changes in our deferred revenue during the nine months ended September 30, 2025 are reflected in the following table:~~

	Balance at December 31, 2024		Additions		Revenue Recognized		Foreign Currency Translation		Balance at September 30, 2025
	(in millions)
Capital Access Platforms:
Initial Listings	$	89	$	30	$	(26)	$	3	$	96
Annual Listings	2		92		(1)		4		97
Workflow & Insights	194		174		(164)		1		205
Other	22		12		(11)		3		26
Financial Technology:
Financial Crime Management Technology	148		129		(130)		—		147
Regulatory Technology	147		100		(129)		1		119
Capital Markets Technology	186		71		(151)		5		111
Total	$	788	$	608	$	(612)	$	17	$	801

to be recognized as revenue. The changes in our deferred

revenue during the three months ended March 31, 2026 are

reflected in the following table:


	Balance at December 31, 2025	Additions	Revenue Recognized	Foreign Currency Translation	Balance at March 31, 2026
Capital Access Platforms:			(in millions)
Initial Listings	$96	$14	$(11)	$—	$99
Annual Listings	3	293	(1)	(1)	294
Workflow & Insights	199	101	(80)	(1)	219
Other	24	8	(4)	—	28
Financial Technology:
Financial Crime Management Technology	189	88	(76)	—	201
Regulatory Technology	166	56	(62)	—	160
Capital Markets Technology	196	53	(69)	(1)	179
Total	$873	$613	$(303)	$(3)	$1,180

In the above table:

•Additions ~~reflect~~include deferred revenue billed in the current ~~period, net of recognition.~~

~~•Revenue recognized includes revenue recognized during the current~~ period, ~~that~~net ~~was~~of ~~included in the beginning balance~~recognition.

•~~Other,~~Revenue ~~within~~recognized ~~our Capital Access Platforms segment, primarily~~ includes ~~deferred~~ revenue ~~from~~recognized ~~our~~during ~~non-U.S. listing of additional shares fees and our Index business.~~

Asthe ofcurrent ~~September~~period ~~30, 2025, we estimate~~ that ~~our~~was ~~deferred~~included ~~revenue will be recognized~~ in the ~~following~~beginning ~~years:~~

Fiscal year ended:	2025		2026		2027		2028		2029		2030+		Total
	(in millions)
Capital Access Platforms:
Initial Listings	$	10	$	36	$	23	$	12	$	8	$	7	$	96
Annual Listings	97		—		—		—		—		—		97
Workflow & Insights	96		109		—		—		—		—		205
Other	6		10		6		3		1		—		26
Financial Technology:
Financial Crime Management Technology	68		77		1		1		—		—		147
Regulatory Technology	49		70		—		—		—		—		119
Capital Markets Technology	52		55		3		1		—		—		111
Total	$	378	$	357	$	33	$	17	$	9	$	7	$	801

balance.

In the above table, 2025 represents the remaining three months of 2025.

Deferred revenue that will be recognized beyond September 30, 2026 is included in other non-current liabilities in the Condensed Consolidated Balance Sheets. The timing of recognition of deferred revenue related to certain contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts.

•Other, within our Capital Access Platforms segment,

primarily includes deferred revenue from our non-U.S.

listing of additional shares fees and our Index business.

As of March 31, 2026, we estimate that our deferred revenue

will be recognized in the following years:


Fiscal year ended:	2026	2027	2028	2029	2030	2031+	Total
Capital Access Platforms:			(in millions)
Initial Listings	$31	$29	$17	$11	$8	$3	$99
Annual Listings	294	—	—	—	—	—	294
Workflow & Insights	202	17	—	—	—	—	219
Other	15	7	4	2	—	—	28
Financial Technology:
Financial Crime Management Technology	181	18	2	—	—	—	201
Regulatory Technology	149	11	—	—	—	—	160
Capital Markets Technology	158	15	3	3	—	—	179
Total	$1,030	$97	$26	$16	$8	$3	$1,180

In the above table, 2026 represents the remaining nine

months of 2026.

Deferred revenue that will be recognized beyond March 31,

2027 is included in other non-current liabilities in the

Condensed Consolidated Balance Sheets. The timing of

recognition of deferred revenue related to certain contracts

represents our best estimates as the recognition is primarily

dependent upon the completion of customization and any

significant modifications made pursuant to existing contracts.

8. DEBT OBLIGATIONS

The following table presents the changes in the carrying ~~amounts of our debt obligations during the nine months ended September 30, 2025:~~

	December 31, 2024		Payments,ForeignCurrencyTranslationandAccretion		September 30, 2025
Short-term debt:	(in millions)
2025 Notes	$	399	$	(399)	$	—
2026 Notes	499		(68)		431
Total short-term debt	$	898	$	(467)	$	431
Long-term debt - senior unsecured notes:
2028 Notes	935		(60)		875
2029 Notes	618		83		701
2030 Notes	617		84		701
2031 Notes	645		1		646
2032 Notes	769		104		873
2033 Notes	633		85		718
2034 Notes	1,220		(98)		1,122
2040 Notes	644		1		645
2050 Notes	487		1		488
2052 Notes	541		(118)		423
2053 Notes	738		1		739
2063 Notes	738		—		738
2022 Revolving Credit Facility	(3)		1		(2)
Total long-term debt	$	8,582	$	85	$	8,667
Total debt obligations	$	9,480	$	(382)	$	9,098

amounts of our debt obligations during the three months

Inended ~~the~~March ~~table above, the 2026 Notes were reclassified to short-term debt as of September 30, 2025, including the balance as of December~~ 31, 2024, for presentation purposes. Refer to “About this Form 10-Q” for further details about the aggregate principal amounts issued, coupon rates and maturities of the senior unsecured notes in the table above.2026:


	December 31, 2025	Payments, Foreign Currency Translation and Accretion	March 31, 2026
Short-term debt:	(in millions)
2026 Notes	$431	$—	$431
Total short-term debt	$431	$—	$431
Long-term debt - senior unsecured notes:
2028 Notes	793	1	794
2029 Notes	702	(11)	691
2030 Notes	702	(12)	690
2031 Notes	646	—	646
2032 Notes	874	(14)	860
2033 Notes	719	(12)	707
2034 Notes	1,122	1	1,123
2040 Notes	645	—	645
2050 Notes	488	—	488
2052 Notes	407	—	407
2053 Notes	739	—	739
2063 Notes	738	—	738
2022 Revolving Credit Facility	(2)	—	(2)
Total long-term debt	$8,573	$(47)	$8,526
Total debt obligations	$9,004	$(47)	$8,957

Senior Unsecured Notes

Our 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of September 30, 2025, the amounts in the table above reflect the aggregate principal amount, which is net of discount and debt issuance costs, which are being accreted and amortized through interest expense over the life of the applicable notes. The accretion of the discount and amortization of the debt issuance costs was $8 million for the nine months ended September 30, 2025. Our Euro Notes are adjusted for the impact of foreign currency translation. Our senior unsecured notes are general unsecured obligations which rank equally with all of our existing and future unsubordinated obligations and are not guaranteed by any of our subsidiaries. The senior unsecured notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into

~~sale~~outstanding ~~and leaseback transactions. The~~ senior unsecured notes ~~may~~were beissued ~~redeemed by Nasdaq~~ at ~~any time, subject to~~ a ~~make-whole amount~~discount.

InAs ~~the~~a ~~third~~result ~~quarter~~ of ~~2025,~~the ~~we repurchased an aggregate principal amount of $69 million of our 2026 Notes~~discount, ~~which in~~ the ~~table~~proceeds ~~above~~received isfrom ~~partially~~each ~~offset by $1 million of accretion of discount and debt issuance costs on the notes.~~

Inissuance ~~the~~were ~~second~~less ~~quarter~~than ~~of 2025, we repaid in full~~ the ~~2025 Notes for an~~ aggregate ofprincipal ~~$400 million~~amount. InAs ~~the table above, $399 million reflects the repayment~~ of ~~$400 million partially offset by $1 million of accretion recorded during the first half of 2025.~~

InMarch ~~the first quarter of 2025~~31, ~~we repurchased an aggregate principal amount of $279 million of our 2028~~2026, ~~2034~~the ~~and~~amounts ~~2052~~in ~~Notes, for a net purchase price of $257 million, excluding accrued interest. In~~ the table above, ~~the~~reflect ~~$279 million of repurchased debt is partially offset by $3 million of accelerated accretion of discount and debt issuance costs on~~ the notes. As a result of the early extinguishment of these notes, we recorded a pre-tax gain of $19 million in general, administrative and other expense in the Condensed Consolidated Statements of Income.

~~Upon~~aggregate aprincipal ~~change of control triggering event (as defined in the various supplemental indentures governing the applicable notes)~~amount, ~~the~~which ~~terms~~is ~~require~~net ~~us to repurchase all or part~~ of ~~each~~discount ~~holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued~~ and ~~unpaid~~debt ~~interest, if any.~~

~~The~~issuance ~~Euro Notes pay interest annually. All other notes pay interest semi-annually. The U.S. dollar senior unsecured notes coupon rates may vary with Nasdaq’s debt rating~~costs, towhich ~~the~~are ~~extent~~being ~~Nasdaq~~accreted isand ~~downgraded~~amortized ~~below investment grade, up to an upward rate adjustment not to exceed 2%.~~

through interest expense over the life of the applicable notes.

The accretion of the discount and amortization of the debt

issuance costs was $2 million for the three months ended

March 31, 2026. Our Euro Notes are adjusted for the impact

of foreign currency translation. Our senior unsecured notes

are general unsecured obligations which rank equally with all

of our existing and future unsubordinated obligations and are

not guaranteed by any of our subsidiaries. The senior

unsecured notes were issued under indentures that, among

other things, limit our ability to consolidate, merge or sell all

or substantially all of our assets, create liens, and enter into

sale and leaseback transactions. The senior unsecured notes

may be redeemed by Nasdaq at any time, subject to a make-

whole amount.

Upon a change of control triggering event (as defined in the

various supplemental indentures governing the applicable

notes), the terms require us to repurchase all or part of each

holder’s notes for cash equal to 101% of the aggregate

principal amount purchased plus accrued and unpaid interest,

if any.

The Euro Notes pay interest annually. All other notes pay

interest semi-annually. The U.S. dollar senior unsecured

notes coupon rates may vary with Nasdaq’s debt rating, to the

extent Nasdaq is downgraded below investment grade, up to

an upward rate adjustment not to exceed 2%.

Net Investment Hedge

Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in foreign currency translation gains (losses) within accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. For the nine months ended September 30, 2025, the impact of translation increased the U.S. dollar value of our Euro Notes by $354 million.

investment in certain foreign subsidiaries to mitigate the

foreign exchange risk associated with certain investments in

these subsidiaries. Accordingly, the remeasurement of these

notes is recorded in foreign currency translation gains

(losses) within accumulated other comprehensive loss in the

Condensed Consolidated Balance Sheets. For the three

months ended March 31, 2026, the impact of translation

decreased the U.S. dollar value of our Euro Notes by $49

million.

Credit Facilities

2022 Revolving Credit Facility

In December 2022, Nasdaq amended and restated its previously issued $1.25 billion five-year revolving credit facility, with a new maturity date of December 16, 2027. Nasdaq intends to use funds available under the 2022 Revolving Credit Facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through the commercial paper program. Nasdaq is permitted to repay borrowings under our 2022 Revolving Credit Facility at any time in whole or in part, without penalty.

12previously issued $1.25 billion five-year revolving credit

~~As of September 30~~facility, ~~2025,~~with noa ~~amounts~~new ~~were~~maturity ~~outstanding~~date ~~on the 2022 Revolving Credit Facility. The $(2) million balance represents unamortized debt issuance costs which are being amortized through interest expense over the life~~ of ~~the~~December ~~credit~~16, ~~facility~~2027.

~~Borrowings~~Nasdaq ~~under~~intends ~~the revolving credit facility and swingline borrowings bear interest on the principal amount outstanding at a variable interest rate based on either the SOFR (or a successor rate~~ to ~~SOFR),~~use ~~the~~funds ~~base~~available ~~rate~~under ~~(as defined in~~ the 2022 Revolving Credit Facility agreement), or other applicable rate with respect to non-dollar borrowings, plus an applicable margin that varies with Nasdaq’s debt rating. We are charged commitment fees of 0.100% to 0.250%, depending on our credit rating, whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three and nine months ended September 30, 2025 and 2024.

~~The 2022~~ Revolving Credit Facility ~~contains~~for ~~financial~~general ~~and~~corporate ~~operating~~purposes covenants. Financial covenants include a maximum leverage ratio. Operating covenants include, among other things, limitations on Nasdaq’s ability to incur additional indebtedness, grant liens on assets, dispose of assets and make certain restricted payments. The facility also contains customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, maintenance of properties and insurance, and customary events of default, including cross-defaults to our material indebtedness.

~~The 2022 Revolving Credit Facility includes an option for Nasdaq~~ to ~~increase~~provide ~~the~~liquidity ~~available aggregate amount by up~~ to ~~$750~~support ~~million,~~our ~~subject~~commercial topaper ~~the consent of the lenders funding the increase and certain other conditions.~~

~~We maintain a U~~program.~~S. dollar~~ ~~commercial~~Nasdaq ~~paper~~is ~~program,~~permitted ~~which we may utilize at various times~~ to ~~support~~repay ~~liquidity~~borrowings ~~needs.~~under ~~This program is supported by~~ our ~~2022 Revolving Credit Facility.~~

2022 Revolving Credit Facility at any time in whole or in

part, without penalty.

As of March 31, 2026, no amounts were outstanding on the

2022 Revolving Credit Facility. The $(2) million balance

represents unamortized debt issuance costs which are being

amortized through interest expense over the life of the credit

facility.

Borrowings under the revolving credit facility and swingline

borrowings bear interest on the principal amount outstanding

at a variable interest rate based on either the SOFR (or a

successor rate to SOFR), the base rate (as defined in the 2022

Revolving Credit Facility agreement), or other applicable rate

with respect to non-dollar borrowings, plus an applicable

margin that varies with Nasdaq’s debt rating. We are charged

commitment fees of 0.100% to 0.250%, depending on our

credit rating, whether or not amounts have been borrowed.

These commitment fees are included in interest expense and

were not material for the three months ended March 31, 2026

and 2025.

The 2022 Revolving Credit Facility contains financial and

operating covenants. Financial covenants include a maximum

leverage ratio. Operating covenants include, among other

things, limitations on Nasdaq’s ability to incur additional

indebtedness, grant liens on assets, dispose of assets and

make certain restricted payments. The facility also contains

customary affirmative covenants, including access to

financial statements, notice of defaults and certain other

material events, maintenance of properties and insurance, and

customary events of default, including cross-defaults to our

material indebtedness.

The 2022 Revolving Credit Facility includes an option for

Nasdaq to increase the available aggregate amount by up to

$750 million, subject to the consent of the lenders funding

the increase and certain other conditions.

We maintain a U.S. dollar commercial paper program, which

we may utilize at various times to support liquidity needs.

This program is supported by our 2022 Revolving Credit

Facility. As of March 31, 2026 and December 31, 2025 we

had no outstanding commercial paper.

Other Credit Facilities

Certain of our European subsidiaries have several other credit facilities, which are available in multiple currencies, primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line. These credit facilities, in aggregate, totaled $204 million as of September 30, 2025 and $174 million as of December 31, 2024 in available liquidity, none of which was utilized. Generally, these facilities each have a one-year term, and renew automatically. The amounts borrowed under these various credit facilities bear interest on the principal amount outstanding at a variable interest rate based on a base rate (as defined in the applicable credit agreement), plus an applicable margin. We are charged commitment fees (as defined in the applicable credit agreement), whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three and nine months ended September 30, 2025 and 2024.

~~These~~ facilities, ~~include~~which ~~customary~~are ~~affirmative~~available ~~and~~in ~~negative~~multiple ~~operating~~currencies, ~~covenants and events of default.~~

primarily to support our Nasdaq Clearing operations in

Europe, as well as to provide a cash pool credit line. These

credit facilities, in aggregate, totaled $202 million as of

March 31, 2026 and $208 million as of December 31, 2025 in

available liquidity, none of which was utilized. Generally,

these facilities each have a one-year term, and renew

automatically. The amounts borrowed under these various

credit facilities bear interest on the principal amount

outstanding at a variable interest rate based on a base rate (as

defined in the applicable credit agreement), plus an

applicable margin. We are charged commitment fees (as

defined in the applicable credit agreement), whether or not

amounts have been borrowed. These commitment fees are

included in interest expense and were not material for the

three months ended March 31, 2026 and 2025.

These facilities include customary affirmative and negative

operating covenants and events of default.

Debt Covenants

As of ~~September~~March 3031, ~~2025~~2026, we were in compliance with the ~~covenants of all of our debt obligations.~~

covenants of all of our debt obligations.

9. RETIREMENT PLANS

Defined Contribution Savings Plan

We sponsor a 401(k) plan, which is a voluntary defined contribution savings plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. The following table presents the savings plan expense for the three and nine months ended September 30, 2025 and 2024, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in millions)
Savings Plan expense	$	5	$	5	$	16	$	14

contribution savings plan, for U.S. employees. Employees are

immediately eligible to make contributions to the plan and

are also eligible for an employer contribution match at an

amount equal to 100.0% of the first 6.0% of eligible

employee contributions. The following table presents the

savings plan expense for the three months ended March 31,

2026 and 2025, which is included in compensation and

benefits expense in the Condensed Consolidated Statements

of Income:


	Three Months Ended March 31,
	2026	2025
(in millions)
Savings Plan expense	$5	$5

Pension, SERP and Other Post-Retirement Benefit Plans

In June 2023, we terminated our U.S. pension plan and took steps to wind down the plan and transfer the resulting liability to an insurance company. This process was completed in 2024 and, as a result, we recorded a settlement pre-tax loss of $23 million to compensation and benefits expense in the Condensed Consolidated Statements of Income for the nine months ended September 30, 2024. We ~~continue to~~ maintain nonqualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred.

~~The~~executives ~~total~~and ~~expense~~other ~~for~~post-retirement ~~these~~benefit plans isfor ~~included~~eligible ~~in compensation and benefits expense in the Condensed Consolidated Statements of Income:~~

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in millions)
Retirement Plans expense	$	9	$	8	$	26	$	47

employees in the U.S. Most employees outside the U.S. are

covered by local retirement plans or by applicable social

laws. Benefits under social laws are generally expensed in the

periods in which the costs are incurred.

The total expense for these plans is included in compensation

and benefits expense in the Condensed Consolidated

Statements of Income:


	Three Months Ended March 31,
	2026	2025
(in millions)
Retirement Plans expense	$10	$7

Nonqualified Deferred Compensation Plan

We sponsor a nonqualified deferred compensation plan, the Nasdaq, Inc. Deferred Compensation Plan. This plan provides certain eligible employees with the opportunity to defer a portion of their annual salary and bonus up to certain approval limits. All deferrals and associated earnings are our general unsecured obligations and were immaterial for the three and nine months ended September 30, 2025 and 2024.

13Nasdaq, Inc. Deferred Compensation Plan. This plan

provides certain eligible employees with the opportunity to

defer a portion of their annual salary and bonus up to certain

approval limits. The deferred plan assets and corresponding

liabilities are measured at fair value and included within

other non-current assets and liabilities in the Condensed

Consolidated Balance Sheets. All deferrals and associated

earnings are our general unsecured obligations and were

immaterial for the three months ended March 31, 2026 and

2025.

10. SHARE-BASED COMPENSATION

We have a share-based compensation program for employees and non-employee directors. Share-based awards granted under this program include restricted stock (consisting of restricted stock units), PSUs and stock options. For accounting purposes, we consider PSUs to be a form of restricted stock. Generally, annual employee awards are granted on or about April 1st of each year.

and non-employee directors. Share-based awards granted

under this program include restricted stock (consisting of

restricted stock units), PSUs and stock options. For

accounting purposes, we consider PSUs to be a form of

restricted stock. Generally, annual employee awards are

granted on or about April 1st of each year.

Summary of Share-Based Compensation Expense

The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and nine months ended September 30, 2025 and 2024, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in millions)
Share-based compensation expense before income taxes	$	41	$	37	$	122	$	105

compensation expense resulting from equity awards and the

15.0% discount for the ESPP for the three months ended

March 31, 2026 and 2025, which is primarily included in

compensation and benefits expense in the Condensed

Consolidated Statements of Income:


	Three Months Ended March 31,
	2026	2025
(in millions)
Share-based compensation expense before income taxes	$38	$35

Common Shares Available Under Our Equity Plan

As of ~~September~~March 3031, ~~2025~~2026, we had approximately 21.57 million ~~shares of common stock authorized for future issuance under our Equity Plan.~~

shares of common stock authorized for future issuance under

our Equity Plan.

Restricted Stock

We grant restricted stock to most employees. The grant date fair value of restricted stock units awarded are based on the closing stock price at the date of grant less the present value of future cash dividends. Restricted stock unit awards granted to employees below the manager level generally vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and the remainder on the third anniversary of the grant date. Restricted stock unit awards granted to employees at or above the manager level generally vest 33% on the second anniversary of the grant date, 33% on the third anniversary of the grant date, and the remainder on the fourth anniversary of the grant date.

~~The~~fair ~~following~~value ~~table~~of ~~summarizes our~~ restricted stock ~~activity~~units ~~for~~awarded ~~the~~are ~~nine~~based ~~months~~on ~~ended~~the ~~September 30, 2025:~~

	Restricted Stock
	Number of Awards	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2024	4,178,867	56.30
Granted	1,576,292	74.21
Vested	(1,451,059)	54.04
Forfeited	(182,952)	61.01
Unvested at September 30, 2025	4,121,148	$	63.74

closing stock price at the date of grant less the present value

As of ~~September~~future ~~30,~~cash ~~2025,~~dividends. ~~$158~~Restricted ~~million of total unrecognized compensation cost related to restricted~~ stock isunit ~~expected~~awards togranted ~~be recognized over a weighted-average period of 2.3 years.~~

to employees below the manager level generally vest 33% on

the first anniversary of the grant date, 33% on the second

anniversary of the grant date, and the remainder on the third

anniversary of the grant date. Restricted stock unit awards

granted to employees at or above the manager level generally

vest 33% on the second anniversary of the grant date, 33% on

the third anniversary of the grant date, and the remainder on

the fourth anniversary of the grant date.

The following table summarizes our restricted stock activity

for the three months ended March 31, 2026:


	Restricted Stock
	Number of Awards	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2025	3,920,464	$64.06
Granted	13,567	94.95
Vested	(72,990)	58.11
Forfeited	(40,849)	64.76
Unvested at March 31, 2026	3,820,192	$64.28

As of March 31, 2026, $121 million of total unrecognized

compensation cost related to restricted stock is expected to be

recognized over a weighted-average period of 2.1 years.

PSUs

We grant three-year PSUs to certain eligible employees. PSUs are based on performance measures that impact the amount of shares that each PSU eligible individual receives, subject to the satisfaction of applicable market performance conditions, with a three-year cumulative performance period that vest at the end of the performance period and which settle in shares of our common stock. Compensation cost is recognized over the three-year performance period, taking into account an estimated forfeiture rate, regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50.0%. The first peer group consists of the S&P 500 GICS 4020 Index, which is a blend of exchanges, as well as data, financial technology and banking companies, and the second peer group consists of all companies in the S&P 500. Prior to 2024, our first peer group consisted of exchange companies, and was replaced by the S&P 500 GICS 4020 Index to align more closely with Nasdaq’s business and competitors. Nasdaq’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the award issuance will not exceed 100.0% of the number of PSUs granted. We estimate the fair value of PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition.

~~In 2024, we also granted~~ PSUs ~~with a two-year performance period to certain eligible executives at the senior vice president level and above. These PSUs~~ are based on performance measures ~~relating to the implementation of certain integration actions in connection with the Adenza acquisition. Achievement of the targets impacts the amount of shares~~ that ~~each~~impact ~~PSU eligible individual receives. The PSUs have a two-year performance period and will vest one year after~~ the ~~end of the performance period, and settle in shares of our common stock. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted.~~

~~Grants~~amount of ~~PSUs~~shares that ~~were~~each ~~issued~~PSU ineligible ~~2022~~individual ~~with a three-year performance period exceeded the applicable performance metrics. As a result~~receives, ~~an additional 32,802 units above the original aggregate target amount were granted in the first quarter of 2025 and were fully vested upon issuance.~~

subject to the satisfaction of applicable market performance

conditions, with a three-year cumulative performance period

that vest at the end of the performance period and which

settle in shares of our common stock. Compensation cost is

recognized over the three-year performance period, taking

into account an estimated forfeiture rate, regardless of

whether the market condition is satisfied, provided that the

requisite service period has been completed. Performance

will be determined by comparing Nasdaq’s TSR to two peer

groups, each weighted 50.0%. The first peer group consists

of the S&P 500 GICS 4020 Index, which is a blend of

exchanges, as well as data, financial technology and banking

companies, and the second peer group consists of all

companies in the S&P 500. For awards granted prior to 2024,

our first peer group consisted of exchange companies, and

was replaced by the S&P 500 GICS 4020 Index to align more

closely with Nasdaq’s business and competitors for all future

~~The~~grants. ~~following~~Nasdaq’s ~~weighted-average~~relative ~~assumptions~~performance ~~were~~ranking ~~used~~against toeach ~~determine the weighted-average fair values~~ of ~~the outstanding PSU awards granted under the three-year PSU program during the nine months ended September 30, 2025 and 2024:~~

Grant date	2025			2024
Weighted-average risk-free interest rate	3.82		%	4.51		%
Expected volatility	23.27		%	24.50		%
Weighted-average grant date share price	$	76.10		$	62.28
Weighted-average fair value at grant date	$	92.57		$	78.43

these groups will determine the final number of shares

~~The~~delivered ~~following~~to ~~table~~each ~~summarizes~~individual ~~our~~under ~~PSU activity for~~ the ~~nine~~program. ~~months~~The ~~ended~~award ~~September 30, 2025:~~

		PSUs
	Three-Year Program
		Number of Awards	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2024		2,174,151	$	64.83
Granted		886,656	90.84
Vested		(620,515)	62.89
Forfeited		(54,200)	68.92
Unvested at September 30, 2025		2,386,092	$	74.91

issuance under this program will be between 0.0% and

In200.0% ~~the~~of ~~table above, in addition to~~ the ~~annual~~number ~~employee~~of ~~grant~~PSUs ~~described above, the~~ granted ~~amount~~and ~~also~~will ~~includes~~be ~~additional awards granted based on overachievement of performance metrics.~~

Asdetermined ofby ~~September~~Nasdaq’s ~~30,~~overall ~~2025,~~performance ~~the~~against ~~total~~both ~~unrecognized compensation cost related to the outstanding PSU awards is $96 million and is expected to be recognized over a weighted-average period of 1.3 years.~~

peer groups. However, if Nasdaq’s TSR is negative for the

three-year performance period, regardless of TSR ranking,

the award issuance will not exceed 100.0% of the number of

PSUs granted. We estimate the fair value of PSUs granted

under the three-year PSU program using the Monte Carlo

simulation model, as these awards contain a market

condition.

Grants of PSUs that were issued in 2023 with a three-year

performance period exceeded the applicable performance

metrics. As a result, an additional 121,475 units above the

original target amount were granted in the first quarter of

2026 and were fully vested upon issuance.

In 2024, we also granted PSUs with a two-year performance

period to certain eligible executives at the senior vice

president level and above. These PSUs were based on

performance measures relating to the implementation of

certain integration actions in connection with the Adenza

acquisition. Achievement of the targets impacted the amount

of shares that each PSU eligible individual received. The

PSUs had a two-year performance period and will vest one

year after the end of the performance period, and settled in

shares of our common stock. The grantees of the PSUs under

this program were eligible to receive between 0.0% and

200.0% of the number of PSUs granted. The performance

period for these PSUs has ended and exceeded the applicable

performance metrics, and resulted in the issuance of an

additional 87,460 shares for overachievement. These shares

were granted in the first quarter of 2026 and will vest in

January 2027.

The following table summarizes our PSU activity for the

three months ended March 31, 2026:


	PSUs
	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2025	2,378,130	$74.91
Granted	214,366	55.64
Vested	(778,716)	52.72
Forfeited	(3,116)	88.92
Unvested at March 31, 2026	1,810,664	$82.34

As of March 31, 2026, the total unrecognized compensation

cost related to the outstanding PSU awards is $68 million and

is expected to be recognized over a weighted-average period

of 1.2 years.

Stock Options

There were no stock option awards granted ~~and no stock options exercised~~ for the three ~~and nine months ended September 30, 2025 and 2024.~~

Amonths ~~summary~~ended ofMarch ~~our~~31, ~~outstanding~~2026. ~~and~~We ~~exercisable~~received ~~stock~~net ~~options~~cash ~~at September 30, 2025 is as follows:~~

	Number of Stock Options	Weighted-Average Exercise Price		Weighted-AverageRemainingContractualTerm (inyears)	AggregateIntrinsicValue (inmillions)
Outstanding at September 30, 2025	1,420,323	$	41.79	3.4	$	66
Exercisable at September 30, 2025	806,451	$	22.23	1.3	$	53

proceeds of $15 million from the exercise of 692,840 stock

As of September 30, 2025, the aggregate pre-tax intrinsic value represents the difference between our closing stock price on September 30, 2025 of $88.45 and the exercise price, times the number of shares that would have been received by the option holder had the option holder exercised the stock options onfor ~~that date. This amount can change based on~~ the ~~fair~~three ~~market~~months ~~value~~ended ofMarch ~~our common stock. As of September 30~~31, ~~2025 and 2024, 0~~2026.~~8 million outstanding stock options were exercisable and the exercise price was $22.23.~~

There were no stock option awards granted and no stock

options exercised for the three months ended March 31,

2025.

A summary of our outstanding and exercisable stock options

at March 31, 2026 is as follows:


	Number of Stock Options	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2025	1,420,323	$41.79
Exercised	(692,840)	22.23
Outstanding at March 31, 2026	727,483	$60.42	5.0	$18
Exercisable at March 31, 2026	113,611	$22.23	0.8	$7

As of March 31, 2026, the aggregate pre-tax intrinsic value

represents the difference between our closing stock price on

March 31, 2026 of $84.89 and the exercise price, times the

number of shares that would have been received by the

option holder had the option holder exercised the stock

options on that date. This amount can change based on the

fair market value of our common stock. As of March 31,

2026, 0.1 million outstanding stock options were exercisable

and the exercise price was $22.23, and as of March 31, 2025,

0.8 million outstanding stock options were exercisable and

the exercise price was $22.23.

ESPP

We have an ESPP under which approximately 10.31 million shares of our common stock were available for future issuance as of September 30, 2025. Under our ESPP, employees may purchase shares having a value not exceeding 10.0% of their annual compensation, subject to applicable annual Internal Revenue Service limitations. We record compensation expense related to the 15.0% discount that is given to our employees.

shares of our common stock were available for future

issuance as of March 31, 2026. Under our ESPP, employees

may purchase shares having a value not exceeding 10.0% of

their annual compensation, subject to applicable annual

Internal Revenue Service limitations. We record

compensation expense related to the 15.0% discount that is

given to our employees.

11. NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

As of ~~September~~March ~~30, 2025, 900,000,000 shares of our common stock were authorized, 597,402,009 shares were issued and 572,746,191 shares were outstanding. As of December~~ 31, ~~2024~~2026, 900,000,000 shares of our common stock were authorized, 598,920,378 shares were issued and 575,062,217 shares were outstanding. The holders of common stock are entitled to one vote per share, except that our certificate of incorporation limits the ability of any shareholder to vote in excess of 5.0% of the then-outstanding shares of Nasdaq common stock.

stock were authorized, 589,846,052 shares were issued and

564,750,026 shares were outstanding. As of December 31,

2025, 900,000,000 shares of our common stock were

authorized, 594,620,320 shares were issued and 569,894,024

shares were outstanding. The holders of common stock are

entitled to one vote per share, except that our certificate of

incorporation limits the ability of any shareholder to vote in

excess of 5.0% of the then-outstanding shares of Nasdaq

common stock.

Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 24,655,818 shares of common stock in treasury as of September 30, 2025 and 23,858,161 shares as of December 31, 2024, most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs.

method with the shares of stock repurchased reflected as a

reduction to Nasdaq stockholders’ equity and included in

common stock in treasury, at cost in the Condensed

Consolidated Balance Sheets. Shares repurchased under our

share repurchase program are currently retired and canceled

and are therefore not included in the common stock in

treasury balance. If treasury shares are reissued, they are

recorded at the average cost of the treasury shares acquired.

We held 25,096,026 shares of common stock in treasury as of

March 31, 2026 and 24,726,296 shares as of December 31,

2025, most of which are related to shares of our common

stock withheld for the settlement of employee tax

withholding obligations arising from the vesting of restricted

stock and PSUs.

Share Repurchase Program

AsIn ofFebruary ~~September 30~~2026, ~~2025,~~our ~~the~~board ~~remaining~~of ~~aggregate~~directors authorized ~~amount~~an ~~under the existing share repurchase program was $1.4 billion.~~

15increase to our share repurchase program, bringing the

~~These~~aggregate ~~repurchases~~authorized ~~may~~amount ~~be made from time~~ to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management$3.0 ~~The repurchases are primarily funded from existing cash balances~~billion. ~~The~~As ~~share~~of ~~repurchase~~March ~~program may be suspended~~31, ~~modified or discontinued at any time, and has no defined expiration date.~~

~~The following is a summary of our share repurchase activity~~2026, ~~reported~~the ~~based~~remaining onaggregate ~~settlement~~authorized ~~date,~~amount ~~for~~under the ~~nine months ended September 30, 2025:~~

	Nine Months Ended September 30, 2025
Number of shares of common stock repurchased	4,007,607
Average price paid per share	$	82.34
Total purchase price (in millions)	$	330

existing share repurchase program was $2.9 billion.

InAs ~~the~~part ~~table above, the number~~ of ~~shares~~this ~~of common stock repurchased excludes an aggregate of 797~~program,~~657~~ ~~shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs, and these~~ repurchases ~~are~~may ~~excluded~~be made from ~~our~~time ~~repurchase program.~~

Asto ~~discussed~~time ~~above~~at inprevailing ~~“Common~~market ~~Stock~~prices in ~~Treasury,~~open atmarket ~~Cost~~purchases,” ~~shares repurchased under our share repurchase program are currently retired and cancelled.~~

~~Variable~~privately-negotiated ~~Notional~~transactions, ~~ASR~~block ~~Agreement~~purchase techniques,

~~In October 2025, as part of a variable notional ASR agreement, we prepaid $250 million in exchange for~~ an ~~initial~~accelerated ~~delivery~~share ofrepurchase ~~shares~~program of common stock. The final number of shares to be repurchased will be based on an average of the volume-weighted average price of Nasdaq's common stock during the term of the ASR agreement, less a discount and subject to adjustments pursuant to the terms of the ASR agreement. The final notional amount is subject to a minimum and maximum and will depend on the price of our shares of common stock during the term of the ASR. The final settlement of the ASR agreement is expected to be completed in the fourth quarter of 2025. At settlement, additional shares of common stock may be delivered to us or, ~~under certain circumstances~~otherwise, weas may be required to deliver shares of our common stock or may elect to make a cash payment. In addition, we may receive the excess of the amount we prepaid over the final notional amount of the ASR in cash or, at our election, in shares of our common stock.

~~Our~~determined ~~certificate~~by ofour ~~incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $0~~management.01 ~~per~~The ~~share,~~repurchases ~~issuable~~are ~~from time to time in one or more series. As of September 30, 2025 and December 31, 2024, no shares of preferred stock were issued or outstanding.~~

primarily funded from existing cash balances. The share

repurchase program may be suspended, modified or

discontinued at any time, and has no defined expiration date.

The following is a summary of our share repurchase activity,

reported based on settlement date, for the three months ended

March 31, 2026:


	Three Months Ended March 31, 2026
Number of shares of common stock repurchased	6,318,814
Average price paid per share	$86.67
Total purchase price (in millions)	$548

In January 2026, we entered into a $300 million variable

notional ASR agreement, initially receiving 2,094,972 shares

of our common stock. Upon final settlement in February

2026, we received an additional 1,047,758 shares plus $15

million cash reflecting the difference between the

prepayment and final notional amount. These shares are

included in the number of shares of common stock

repurchased in the table above.

The table above excludes an aggregate of 369,730 shares

withheld to satisfy tax obligations of the grantee upon the

vesting of restricted stock and PSUs.

Under ASR agreements, we make payments to our

counterparties and receive an initial delivery of shares of

common stock. The final number of shares to be repurchased

is based on the volume-weighted average price of Nasdaq's

common stock during the term of the ASR agreement, less a

discount and subject to adjustments pursuant to the terms of

the ASR agreement. At settlement, our counterparty may be

required to deliver additional shares of common stock to us

or, under certain circumstances, we may be required to

deliver shares of our common stock or may elect to make a

cash payment to our counterparty. Receiving our shares of

common stock, during initial delivery and the final receipt of

shares upon settlement of the ASR agreements, results in an

immediate reduction of the outstanding shares used to

calculate the weighted-average common shares outstanding

for basic and diluted earnings per share.

Preferred Stock

Our certificate of incorporation authorizes the issuance of

30,000,000 shares of preferred stock, par value $0.01 per

share, issuable from time to time in one or more series. As of

March 31, 2026 and December 31, 2025, no shares of

preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During the first ~~nine~~quarter ~~months~~ of ~~2025~~2026, our board of directors ~~declared and paid the following cash dividends:~~

Declaration Date

Dividend PerCommon Share

Record Date

Total Amount Paid

Payment Date

Filing Compare · NASDAQ, INC.